Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Bix, I have made it as clear as I can as to why the loss in revs did not affect the core business. The paragraph I have posted and reposted in response to your inquiries and concerns makes it perfectly clear. The fact is that you don't want it to be perfectly clear. So you stir up and muddy the waters and selectively excerpt until you can still advance your inuendo that the decrease in revenues somehow did affect the core business.
The filing states that the decrease in revenues resulted from a change in business model of Quantum Distribution.
I ask you, is Quantum Distribution core or non-core business for CBQ?
A simple yes/no answer will do.
Gollum, for clarification: my post was agreeing that I like Gary's calculations using your methods better than the result I got, because his generated a higher 2001 revenue forecast.
Personally, I think that even his higher forecast is conservative. I believe we will top that when all is said and done and we will also receive earnings distributions, perhaps as early as 2Q 2001.
Bix, I have a new nickname for you: Gollum. You twist and whine and spin as pathetically as Tolkien's fictional character.
Sure the word ENTIRELY never appeared in the Q. It didn't need to. There is nothing vague about the statement from the 10Q that I and Gary have posted for your benefit:
"Revenues decreased by $1,519,708 from the quarter ended March 31, 2000. The decrease is a result of a change in the company's business model in its subsidiary, Quantum Distribution."
Those two sentences indicate quite clearly that the $1.519 million decrease in revenues resulted from the change in Quantum Distribution's business model. It doesn't say "is in part a result." It says the decrease is a result of that change. There is no assumption necessary.
Now, as for your quandary over whether the decrease was from core or non-core business, I think it is a no-brainer (which means it is probably still difficult for you): Quantum Distribution was not part of CBQ's core business. The revenue decrease was a result of a change in Quantum Distribution's business model. Therefore, the revenue decrease did not result from core business. On top of that logical progression, you have the company's IR attesting to the same statement: the decrease did not result from decrease in core business.
If that is not enough for you, then why don't you call the company? Why do you insist on your Gollum act? Because you didn;t get your "preciousss" shares in a private sale from the company?
Once again, if you feel that the statement in the Q is misleading, then you should contact the SEC and initiate an investigation.
I like the results of the calculations from Bix's method better.
Bix, the following quote from your post is the clearest demonstration to date of your confusion:
"Once again, you were the one who began the discussion about this subject. To project an accurate ARRR for 2001, a reasonable person will account for potential growth or decline in revenues (each quarter). If the orginal revenue projection was $ 27 million before revs decreased by 50% then it is reasonable to adjust your ARRR in line with the current Quarterly report."
You don't project ARRR. PERIOD. End of story. That's where your confusion comes in. The ARRR exists. It is last year's revenue. The $27 million comes from the addition of the Quantum, CBQ, Technet, Networkland, and EasySoft revenues in 2000. Once you have that total, the ARRR is fixed. Period. End of story.
You get confused because you mix up ARRR with 2001 projected revenue. Apples and oranges, Bix.
You can use the ARRR for 2000 to help you project revenues for 2001. But you don't change the year 2000 ARRR.
So let's project revenue for 2001, shall we. If the ARRR for the entities that now make up CBQ was $27 million in 2000, and we want to adjust that based on first quarter results, then we could be conservative and just subtract one-fourth of the non-Quantum ARRR (because we didn't own them in 1Q) and divide the resulting figure in half. The 2000 ARRR figure for the non-Quantum entities is $15 million. One-fourth of that is $3.75 million. Subtracting that gives a base of $23.25 million. Dividing that in half gives us a conservative 2001 revenue projection of $11.625 million.
Of course, the reason this is conservative is because we don't have any first quarter 2001 revenue performance numbers for Technet, Networkland, and EasySoft. We don't know if it is realistic to project a 50% decline in their revenues. Until we get the 2Q filing, though, I'm willing to use the conservative figure. So for the next three months, barring other developments (acquisitions, announcements of big new contracts, etc.) let's have a working assumption that the projected revenue for 2001 is $11.625 million.
But let's not mix that up with ARRR, please.
Bix, you are changing your position whenever it is convenient (i.e., your previous argument is proven erroneous).
Earlier, you were complaining that there was no clarification as to whether the change in the hardware distribution business accounted for all of the decrease in revenue. You went so far as to express your belief that it was more than the change in the distribution business. You had, however, overlooked the company's filing (which I hope you are willing to admit is not a "release"), where it answers the question in black-and-white.
Your suspicion was proven erroneous, because the filing clarified the fact that the revenue loss stemmed entirely from the change in the hardware distribution business.
Now, you claim to have other concerns. You stamp your little Despyrate feet and say with righteous indignation that you need to know how many white box systems were sold in various quarters.
Well, ain't you the one, ya Despyrate character? What is it gonna be next time?
It is clear now that Gary is right. You are a Pump & Dump artist at heart. You bought him, his wife, Sid, and Sid's daughter dinner in the hopes you could persuade Gary to convince the company to sell you shares. Gary was not persuaded and the company did not sell you shares. Since then, you have been on a bash-the-company kick. If the fact that the company does not sell you shares in a private sale is what determines the character of your posting, then you are not to be trusted.
Bix, what are you talking about? Nowhere in what release?
Are you calling the filing a release? If so, I can only ask you, are you sober?
The quote I posted was from a filing. Gary had nothing to do with it. The quote I posted is quite clear: "Revenues decreased by $1,519,708 from the quarter ended March 31, 2000. The decrease is a result of a change in the company's business model in its subsidiary, Quantum Distribution." What about that is unclear, Bix? I mean, c'mon, buddy.
It goes on to explain what the change in the business model was: "In a declining parts and distribution market, the company switched its model to white box custom builds where there continues to be a strong growth pattern and higher profit margins."
Do you really mean to tell me that you don't understand that?
I'm beginning to think that you don't. I think the giveaway is the fact that you think a company filing with the SEC is somehow Gary's word. It isn't. It's the company's. And I repeat. If you think the company is lying, then as a shareholder you had darned well better alert the SEC.
Of course, I can't even type my correction properly. Sheesh! I'd better go to bed.
The last sentence in my previous post should read: "If you don't do that, then you are even more naive that In though."
Bix, if you were an investor worth anything, you would not need Gary to answer your question, but I'll get to that in a moment. The fact is that you are asking the question and then not accepting when you get a legitimate answer. Why are you doing that? Now, that's a very good question.
But let's take up that point about your investment savvy. You whine about not getting the answer you need from Gary (when in fact he has answered your question). This sniveling behavior reveals your inability to access and effectively read the best source of information available to investors: SEC filings. If you had read the filing effectively, you would have found the following paragraph in Note 14, Item 2, Results of Operations:
"Revenues decreased by $1,519,708 from the quarter ended March 31, 2000. The decrease is a result of a change in the company's business model in its subsidiary, Quantum Distribution. In a declining parts and distribution market, the company switched its model to white box custom builds where there continues to be a strong growth pattern and higher profit margins. The decrease in costs of revenues of $1,266,927 is primarily a result of this change in strategy. Cost of revenues includes direct salaries and related payroll taxes, product costs, and outside services charged to customers."
Now, you can choose to "believe" what you want. But if you think the company was lying in its filing, then you had darned well better take it up with the SEC. If you don't, then you're even more naive than I thought.
Thanks, Gary. Have you heard whether they have a reasonable contingency plan for how they will handle the situation if the loan is called?
Hey, Gary. Let me show this child how to post with substance:
Gary, I have a question. Can you lookinto Note 4 in the recent 10QSB, which relates to the Line of Credit? I'm a little worried by the following statement:
"At March 31, 2001, the company was not in compliance with the covenants. Under the tersm of the agreement, the bank may call the loan if the company is in violation of any restrictive covenant. As of May 8, 2001, the bank has not waived the covenant violations."
My mistake, deva, it was a PR. Not the same. Here it is:
OT: Nite Time In The Switching Yard Elite Technologies Announces Improper Sale of Stock
ATLANTA--(BUSINESS WIRE)--May 9, 2001--Elite Technologies Inc. (OTCBB:ETCH - news) announced today that it has discovered what it believes to be an improper sale of its common stock by
Knight Securities of Jersey City, N.J., into the marketplace. The transaction which Elite has questioned involves two million shares (2,000,000) of its common stock.
Scott Schuster, chairman of Elite, stated, ``We discovered that Knight Securities performed a transaction which Elite believes was shown in the marketplace as a sale against a restricted stock certificate on deposit with their firm. Elite intends to
pursue this matter with all vigor.''
Alexander Kuhne, attorney for Elite Technologies, stated, ``This is the second instance where a broker dealer has transacted against a restricted stock certificate that was not eligible. We are in discussions with Knight, and should we not reach a
satisfactory arrangement, Elite intends to pursue all civil and regulatory remedies available to it regarding this unusually large transaction.''
A firm or individual may not sell restricted stock issued under Rule 144 in the open market without meeting certain criteria to render the stock eligible for sale. Among the criteria are that the holder possess the stock for a minimum of one year, or
that the stock must be registered by the company in a registration statement filed with Securities and Exchange Commission. The stock in question was not a year old at the time of the transaction and, therefore, the company believes that the stock in no manner meets the criteria, nor did the company approve of any part of this transaction.
Notice: This release and oral statements made from time to time by company representatives concerning the same subject matter may contain so-called ``forward-looking statements.'' These statements can be identified as ``forecasts,'' ``projects,'' or words of similar meaning and by the fact that the statements
frequently are used in discussing regulatory submissions and approvals, development programs, etc. Many factors may cause actual results to differ from forward-looking statements, including inaccurate assumptions and a broad variety of risks
and uncertainties, some of which are known and others of which are not. No forward-looking statement is a guarantee of future results or events, and one should avoid placing undue reliance upon those statements.
Contact:
Rapid Release Research, LLC, Houston
Bruce Pollock, 713/933-0377
It was an article. I am still looking for the link.
devapriya, there was an article posted on bulletin boards just last week, I believe, about illegal shorting against restricted shares. If I can find it, I will post the link.
Thanks, Gary.
Da!
INVEST7168 has checked in on this topic (see his post #1698). I know there were some other folks involved as investors in this company two years ago. What do you guys have to share from the old memory banks?
I don't have much more time to post today. But I have a question: Is this something we should contact the company about formally? It seems pretty important to me.
Let's ask Gary, shall we? While he says he can't comment on some things, maybe this is one that he can provide information regarding.
Hey, Gary, the 4.23M shares held by Rick Williamson were listed as restricted for two years (until May 11, 2001).
1. Has the restriction been lifted?
2. Is the restriction supposed to be automatically lifted when the two years is up? Or does the shareholder have to request that they become unrestricted?
3. If the latter, who must he request this of? CBQI? The SEC? An MM?
And a Happy Mother's Day to all. I am truly blessed to be spending tomorrow with my mother as well as with the mother of my children.
Roger that, Gary. I understand. Thanks again for the links to historical information.
INVEST7168, very good point! I had seen that but not focused on it. But now that you mention it, it certainly throws a new light on my post earlier today (#1697), which shows that CBQ paid $46,163 to Global Logistics Partners.
Now, why would CBQ pay GLP when GLP was supposed to be funding CBQ?
Perhaps when Williamson resigned, CBQ reimbursed GLP for costs it incurred. Perhaps. I could at least understand that, given that the agreement called for GLP to fund CBQ's operations through "loans or equity investments".
For the life of me, however, I have a hard time understanding why CBQ would give 4.23M shares worth $24+ million in return for 19% of a company that I have a very hard time believing was worth anything close to $24 million in its entirety. If CBQ needed $270K to fund 6 months worth of operations, why not just sell 60,000 or 70,000 shares in a private offering? Good grief, if I issued 4.23M shares worth $24,000,000+ to somebody, I would expect him to cover the operating costs until CBQ was self-sustaining. Not as a loan, but as an obligation. I am really mystified by this.
As far as I can see it, Rick Williamson and Global Logistics Partners did not deliver the goods. Sure, they may have made an effort to handle points 1 and 2 of Paragraph 1.03. But I can;t see where they handled point 3. And as soon as Williamson resigned, he was in violation of Point 1. Yet he kept his 4.23M shares.
I think CBQ and all of us shareholders have a legitimate bone to pick with Rick Williamson and Global Logistics Partners. As a matter of fact, we probably have grounds as shareholders to seek redress in a court of law.
INVET7168, I have to say thank you for at least joining in the conversation about this matter. I have been somewhat concerned that nobody else seems to care about this.
Sure, maybe the weather is nice and people have better things to do. And sure, this is all history. But 4.23M real CBQ shares are still sitting out there somewhere, simply by virtue of their existence having a real effect on the value of our own shares. And that's not even considering whether they may have been involved somehow in an oversell of CBQ stock.
From CBQ's recent 10KSB:
"Investment in Global Logistics Partners, LLC -- (46,163)"
So, good ol' Rick Williamson not only received 4.23M shares of CBQ stock worth $24+ million at the time of the deal, he also managed to invest $46,163 from CBQ's coffers into his company.
Why would I love to know those details? Because I would like to know the kettle of fish that Michael "Einstein" Sheriff agreed to buy for $24+ million worth of CBQI stock. Mr. Sheriff and Mr. Williamson were no longer affiliated with CBQ within weeks of signing this contract.
This troubles me, to put it mildly.
I would love to know what the details were of the full disclosure referred to in this clause of the contract:
"2.08. Full Disclosure. As of the Closing Date, Global Logistics Partners, L.L.C. and the Shareholders have disclosed all events, conditions and facts materially affecting the business and prospects of Global Logistics Partners, L.L.C. The Shareholders and Global Logistics Partners, L.L.C. have not withheld knowledge of any event, condition or fact that they have reasonable grounds to know may materially affect the business and prospects of Global Logistics Partners, L.L.C. None of the representations and warranties made by the Shareholders or Global Logistics Partners, L.L.C. in this Agreement or in any instrument, writing or other document furnished to CBQ contains any untrue statement of a material fact, or fails to state a material fact."
Here is the Global Logistics Partners Acquisition Contract, for anyone who is interested:
TYPE: EX-10.3 SEQUENCE: 4 DESCRIPTION: EXHIBIT 10.3
Exhibit 10.3 (Global Logistics Partners Acquisition Contract)
AGREEMENT OF PURCHASE
This plan and agreement of purchase (Plan) has been entered into in Dallas, Texas, this 11th day of May, 1999, between CBQ, Inc., a Colorado corporation referred to in this Agreement as either the Purchaser or CBQ, and Global Logistics Partners, L.L.C., a Texas corporation sometimes referred to in this agreement as Global or Seller.
CBQ will acquire (at the Closing) from Global 19% of the issued and outstanding capital stock of Global Logistics Partners, L.L.C. in exchange for shares of voting stock of CBQ.
ARTICLE I EXCHANGE OF VOTING CAPITAL STOCK
1.01. Transfer and Delivery of Global Logistics Partners, L.L.C. Shares. At the closing Global will Issue and deliver to CBQ certificates evidencing 19% of the issued and outstanding Capital stock of Global Logistics Partners, L.L.C., in the name of CBQ, Inc.
1.02. Issuance and Delivery of CBQ Shares. In exchange for the transfer by Global to CBQ of 19% of the issued and outstanding Global Logistics Partners, L.L.C. capital shares hereunder, CBQ will forthwith cause to be issued and delivered to the Global 4,233,200 restricted common shares of CBQ (Collectively, the CBQ Shares).
1.03. Additional Consideration for Issuance of CBQ Shares. As additional consideration for CBQ entering into this agreement Rick Williamson (the President and Major Shareholder of Global Logistics Partners, L.L.C.) agrees to sit on the Board of Directors of CBQ, Inc., and to be appointed as President/CEO of CBQ and its Subsidiary Cyberquest, Inc., (a Colorado Corporation.). In addition he will form a management team which will include a CFO, Sales Manager, and additional management personnel to cover all aspects of building CBQ and BID4IT into a world class Internet auction site for Business to Business transactions. CBQ shall make additional seats available on its Board of Directors for nominees selected by Mr. Williamson. Mr. Williamson shall fund (through loans or equity investments) the on going operations of CBQ.
1.04. Closing Date. The Closing Date will be May 10, 1999 at 4:00 PM at the offices of CBQ in Dallas, Texas unless otherwise determined by Mutual agreement.
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND ACQUIRED CORPORATION
2.01. Organization and Standing. Global Logistics Partners, L.L.C. is a corporation duly organized, validly existing and in good standing under the laws of Texas, with all Corporate powers necessary to own property and carry on its business as it is now being conducted. Copies of the articles of incorporation and bylaws of Global Logistics Partners, L.L.C. delivered to Purchaser herewith are complete and accurate as of the Closing Date.
2.02. Capitalization. Global Logistics Partners, L.L.C. has an outstanding capitalization, which is all in the hands of the Shareholders, all of which has been fully paid for and is non assessable. There are no outstanding subscriptions, options, contracts, commitments or demands relating to the capital stock of Global Logistics Partners, L.L.C. or any other agreements of any character under which Global Logistics Partners, L.L.C. or the Shareholders would be obligated to issue or purchase shares of Global Logistics Partners, L.L.C. capital stock, except as described and disclosed on Exhibit to this Agreement.
2.03. Litigation. Global Logistics Partners, L.L.C. is not a party to, nor has it been threatened with, any litigation or governmental proceeding that, if decided adversely to it, would have a material and adverse effect on its operations or business, or on the financial condition, net worth, prospects or business of Global Logistics Partners, L.L.C. To the best of the Global Logistics Partners, L.L.C.'s knowledge, it is not aware of any facts that might result in any action, suit or other proceeding that would result in any material and adverse change in the business or financial condition of Global Logistics Partners, L.L.C.
2.04. Compliance with Law and Instruments. The business and operations of Global Logistics Partners, L.L.C. are not infringing on or otherwise acting adversely to any copyrights, trademark rights, patent rights or licenses owned by any other person, and there is not any pending claim or threatened action with respect to such rights. Global Logistics Partners, L.L.C. is not obligated to make any payments in the form of royalties, fees or otherwise to any owner of any patent, trademark, trade name or copyright, except as set forth on Exhibit 2.
2.05. Authority. The execution and performance of this Agreement have been duly authorized by all requisite corporate action. This Agreement constitutes a valid and binding obligation of Global Logistics Partners, L.L.C. and the Shareholders in accordance with its terms. No provision of the articles of incorporation, bylaws, minutes, share certificates or contracts prevents Global Logistics Partners, L.L.C. and/or the Shareholders from delivering the Global Logistics Partners, L.L.C. shares to CBQ in the manner contemplated under the Plan.
2.06. Taxes. Global Logistics Partners, L.L.C. has filed all income tax returns and, in each jurisdiction where qualified or incorporated, all income tax and franchise tax returns that are required to be filed. Global Logistics Partners, L.L.C. has paid all taxes as shown on the returns as have become due, and has paid all assessments received that have become due.
2.07. Brokers. All negotiations on the part of Global Logistics Partners, L.L.C. and the Shareholders related to the Plan have been accomplished solely by Global Logistics Partners, L.L.C. and the Shareholders without the assistance of any person employed as a broker or finder. Global Logistics Partners, L.L.C. and the Shareholders have done nothing to give rise to any valid claims for a broker's commission, finder's fee or any similar charge.
2.08. Full Disclosure. As of the Closing Date, Global Logistics Partners, L.L.C. and the Shareholders have disclosed all events, conditions and facts materially affecting the business and prospects of Global Logistics Partners, L.L.C. The Shareholders and Global Logistics Partners, L.L.C. have not withheld knowledge of any event, condition or fact that they have reasonable grounds to know may materially affect the business and prospects of Global Logistics Partners, L.L.C. None of the representations and warranties made by the Shareholders or Global Logistics Partners, L.L.C. in this Agreement or in any instrument, writing or other document furnished to CBQ contains any untrue statement of a material fact, or fails to state a material fact.
ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER
3.01. Organization and Standing. CBQ is a corporation duly organized, validly existing and in good standing under the laws of Colorado, with all corporate powers necessary to own property and carry on its business as it is now being conducted. Copies of the articles of incorporation and bylaws of CBQ delivered to Global Logistics Partners, L.L.C. herewith are complete and accurate as of the Closing Date. Global Logistics Partners has reviewed the latest 10KSB as filed by CBQ for the period ended 12/31/98.
3.02. Subsidiaries. CBQ has subsidiaries.
3.03. Capitalization. The Capital structure of CBQ, Inc., is as set out in the 10KSB as filed for the period ending 12/31/98.
3.04. Due Delivery. The CBQ Shares issued to Global Logistics Partners LLC have been validly authorized and issued and are fully paid for and non assessable. No CBQ shareholder has any preemptive right of subscription or purchase with respect to these shares.
3.05. Authority. The execution and performance of this Agreement have been duly authorized by all requisite corporate action. This Agreement constitutes a valid and binding obligation of CBQ in accordance with its terms. No provision of the articles of incorporation, bylaws, minutes, share certificates or contracts prevents CBQ from delivering the CBQ shares in the manner contemplated under the Plan.
3.06. Brokers. All negotiations on the part of CBQ related to the Plan have been accomplished solely by CBQ without the assistance of any person employed as a broker or finder. CBQ has done nothing to give rise to any valid claims for a broker's commission, finder's fee or any similar charge.
3.07. Full Disclosure. As of the Closing Date, CBQ has disclosed all events, conditions and facts materially affecting the business and prospects of CBQ, and CBQ has not withheld knowledge of any event condition or fact that it has reasonable grounds to know may materially affect the business and prospects of CBQ. None of the representations and warranties made by CBQ in this Agreement or in any instrument, writing or other document furnished to Global Logistics Partners, L.L.C. contains any untrue statement of a material fact, or fails to state a material fact.
ARTICLE IV SURVIVAL OF WARRANTIES AND WARRANTIES
4.01. Nature and Survival of Representations and Warranties. All statements of fact contained in this Agreement or in any memorandum, certificate, letter, document or other instrument delivered by or on behalf of any of the parties hereto to any other party pursuant to this Agreement shall be deemed representations and warranties made by the delivering party to the other parties under this Agreement. The covenants, representations and warranties of the parties shall survive the Closing Date for a period of one year, and then they shall lapse and be of no further effect.
4.02. Expenses. The parties to this Agreement shall pay their own expenses incurred hereunder and in regards of the transactions contemplated hereby, including, but not limited to, all fees and expenses of their respective counsel and accountants.
ARTICLE V COMPLIANCE WITH SECURITIES LAWS
5.01. Acknowledgments of the Shareholders. Global Logistics Partners LLC acknowledges, understands and agrees that: (a) The certificates representing the CBQ Shares will each bear a legend restricting transfer in accordance with the exemptions from registration under the Securities Act of 1933, as amended, which CBQ has relied upon in the issuance of the CBQ Shares. (b) The CBQ Shares have not been registered under the Securities Act of 1933, as amended, or any applicable state law (collectively, the Securities Act). (c) The CBQ Shares may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act of 1933 or 1934. (d) The legal consequences of the foregoing mean that Global must bear the economic risk of the investment in the CBQ Shares for the requisite period of time. (e) No federal or state agency has made any finding or determination as to the fairness of an investment in CBQ, or any recommendation or endorsement of this investment.
ARTICLE VI MISCELLANEOUS
6.01. Amendments. This Agreement may be amended or modified at any time, but only by an instrument in writing executed by Global Logistics Partners, L.L.C., and CBQ.
6.02. Waiver. Global Logistics Partners, L.L.C. and/or CBQ may, in writing, (a) extend the time for performance of any of the obligations of any other party to this Agreement, (b) waive any inaccuracies or misrepresentations contained in this Agreement or in any document delivered pursuant to this Agreement by any other party and/or (c) waive compliance with any of the covenants, or performance of any obligations, contained in this Agreement by any other party.
6.03. Assignment. (a) Neither this Agreement nor any right created hereby shall be assignable by any party without the prior written consent of the other parties, except by the laws of succession. (b) This Agreement shall be binding on and inure to the benefit of the respective successors and assigns of the parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties and their permitted successors and assigns, any rights or remedies under this Agreement.
6.04. Notices. Any notice or other communication required or permitted by this Agreement must be in writing and shall be deemed to be properly given when delivered in person to an officer of the other party, or to the party individually when deposited in the U.S. Mails for transmittal by certified or registered mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, or when delivered via facsimile; provided, however, that the communication is addressed as follows:
in case of Global Logistics Partners, L.L.C. and the Shareholders:
6300 Ridglea Place Suite 600 Fort Worth, TX 76116; (817) 737-6100; and
in case of CBQ:
4851 Keller Springs Rd. Suite. 213 Addison, Texas 75001; (972) 732-1100
6.05. Headings. Paragraph and other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.06. Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof. It may be executed in any number of counterparts, but the aggregates of such counterparts constitute only one and the same instrument.
6.07. Partial Invalidity. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if it never contained any such invalid, illegal or unenforceable provisions.
6.08. Controlling Law. The validity, interpretation and performance of this Agreement shall be controlled by and construed under the laws of the State of Texas, and venue for any lawsuit shall be in Dallas County, Texas.
6.09. Attorney's Fees. If any action at law or in equity, including any action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees from the other party. The attorney's fees may be ordered by the court in the trial of any action described in this paragraph or may be enforced in a separate action brought for determining attorney's fees.
6.10. Specific Performance. The parties declare that it is impossible to measure in money the damages that will accrue to a party or its successors as a result of any other parties' failure to perform any of the obligations under this Agreement; therefore, if a party or its successor institutes any action or proceeding to enforce the provisions of this Agreement, any party opposing such action or proceeding agrees that specific performance may be sought and obtained for any breach of this Agreement.
6.11. Arbitration. Any dispute relating to the interpretation or performance of this Agreement shall be resolved at the request of either party through binding arbitration. Arbitration shall be conducted in Dallas, Texas in accordance with the then-existing rules of the American Arbitration Association. Judgment upon any award by the arbitrators may be entered by any state or federal court having jurisdiction. It is the intent of the parties to this Agreement that to arbitrate be irrevocable.
Purchaser: CBQ, Inc.:
By: /s/ Michael L. Sheriff Michael L. Sheriff, CEO
Seller: Global Logistics Partners, L.L.C.
By: /s/ Rick Williamson Name: Rick Williamson
Title: President
Sidney, thank you. The press release you mentioned is therefore an accurate account of your resignation. It's a shame that you weren't able to have more contact or involvement in the dealings with Sheriff or Williamson. CBQ shareholders then and now would probably be better off as a result. This is not intended as any disrespect for you. Your reasons are clear and understandable. Unfortunately, the more I find out about this Global Logistics Partners deal, the more deeply suspicious I am becoming of it. If you read the recent 8-K filed by CBQI regarding the Technet/Networkland Asset Purchase and compare it to the Global Logistics Partners Acquisition Contract (Exhibit 10.3 to the CBQI 10QSB/A filed May 25, 1999), you will find that these documents are worlds apart in professionalism.
Bush's choice to head SEC did legal work for online sex company
By Matt Kelley
The Associated Press
Published May 12 2001, 12:50 AM CDT
WASHINGTON -- President Bush's choice to head the Securities and Exchange Commission helped an online distributor of "Teen Sex" videos and other adult entertainment resolve troubles with the NASDAQ stock market, SEC records show.
Directors of New Frontier Media Inc. hired Harvey Pitt in 1999 to do legal work in an effort to help the company keep its NASDAQ listing, the company said in an SEC filing. NASDAQ officials agreed last year to continue trading the company's stock after executives restructured two stock sales that ran into problems with NASDAQ rules.
Bush on Thursday nominated Pitt as chairman of the SEC, which regulates the nation's stock markets. Pitt was the agency's general counsel from 1975 to 1978. The Senate must confirm Pitt to the post.
Pitt did not respond to repeated requests for comment Friday. The White House stood behind Bush's nominee, calling Pitt experienced and highly qualified for the SEC job.
New Frontier Media, which bills itself as "America's Most Turned-On Media Company," runs several pay-per-view satellite and cable television channels which show adult movies. The Boulder, Colo., company also owns IGallery.com, a network of sexually explicit Web sites offering "Teen Sex Videos," "Live Nude Amateurs," and the like. Its stock closed at $3.26 per share Friday, down 29 cents.
Religious conservatives are questioning Pitt's nomination.
"If he has made money on the degradation of women and children, he is not acceptable to become the chairman of the Securities and Exchange Commission," said the Rev. Lou Sheldon, chairman of the Traditional Values Coalition. "To reward that behavior with that appointment is not good political judgment."
Former GOP presidential candidate Gary Bauer said Bush should take a second look at Pitt's nomination.
"The Bush administration is in office because of millions of votes from Americans worried about cultural decline," Bauer said Friday. "If Mr. Pitt has provided assistance to a company that distributes pornography, it would be deeply insulting to those voters."
The White House said many lawyers represent clients they do not agree with, but that argument won no favor with Bauer.
"Many lawyers would decline to represent a racist organization," Bauer said. "Given the damage that pornography does to women and children, we would hope for a higher standard."
Hank Gracin, New Frontier Media's main securities lawyer, said he asked for Pitt's help with the NASDAQ problem because "Harvey's the best of the best."
"When people get in trouble, he's the first guy to call," Gracin said
A clause from the agreement signed by Michael "Einstein" Sheriff and "Good Ol'" Rick Williamson:
"2.08. Full Disclosure. As of the Closing Date, Global Logistics Partners, L.L.C. and the Shareholders have disclosed all events, conditions and facts materially affecting the business and prospects of Global Logistics Partners, L.L.C. The shareholders and Global Logistics Partners, L.L.C. have not withheld knowledge of any event, condition or fact that they have reasonable grounds to know may materially affect the business and prospects of Global Logistics Partners, L.L.C. None of the representations and warranties made by the Shareholders or Global Logistics Partners, L.L.C. in this Agreement or in any instrument, writing or other document furnished to CBQ contains any untrue statement of a material fact, or fails to state a material fact."
Hmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm, I wonder...
The 8-K is out re the Technet and Networkland asset purchase:
http://www.freeedgar.com/search/ViewFilings.asp?CIK=814926&Directory=939802&Year=01&SECI...
I'm actually glad to hear that JF is not good ol' Rick Williamson. Because good ol' Rick Williamson is in a class by hisself.
Thanks, Gary. So $5.875 x 4.23M = $24,851,250. I think I'm gonna be sick.
I sure do wonder about those 4.23 million shares of good ol' Rick Williamson's that came unrestricted today. I sure do.
I sure do wonder about that 19% of Global Logistics Partners. I sure do.
I sure do wonder about the identity of jetfuelmillion. I sure do.
I sure do wonder about that 3.8 million share oversell of CBQ shares. I sure do.
I sure do wonder whether the IRS knows about the value of those shares good ol' Rick Williamson pocketed in May of 1999. I sure do.
I sure do wonder whether those shares will be declared on good ol' Rick Williamson's 2001 tax return (because they came unrestricted today). I sure do.
I repeat, Hmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm.
After that, Sidney Lieberman and Einstein himself Michael Sheriff step down from the Board of Directors. Hmmmmmmmmmmmmmm, I wonder why? Oh, reasons were given, but what I'm wondering what the real story was. Then good ol' Rick Williamson does a webcase interview with wallstreetreporter.com, which I was unable to listen to. I hope I can hear it, although later posts on SI report that it sounded like good ol' Rick Williamson was in a coma. ZZZZZZZZZZZZZZZZZZZZZZZZZZZZZ. A real snoozefest. The next thing we know, good ol' Rick Williamson appoints some Ft. Worth dude, good ol' Lee Thurburn, to the Board of Directors. "Lee represents a great success story in the
metroplex. His knowledge and contacts in the internet industry will be an extremely valuable resource for CBQ. We are very excited about this development," says good ol' Rick Williamson. And that's the last thing we hear from good ol' Rick Williamson. Good ol' Rick Williamson is his-to-ry. And he takes his 4.23M shares with him, it seems. All we know is that the second quarter 10Q says, "On May 11, 1999, the Company acquired 19% of the outstanding interest of Global Logistics Partners, LLC, a privately held Texas limited liability company (GLP) in a tax fee exchange. This interest was acquired solely for the issuance of 4,233,200 common shares. Concurrently with the closing,
Mr. Richard Williamson assumed the positions of Chairman of the Board of Directors, CEO and President of the Company, and GLP assumed day to day operational control of the Company. After the period of this report, Mr. Williamson resigned and new officers were appointed, as well as new directors to fill vacancies."
Hmmmmmmmmmmmmmmmmmmmmmmmmmmm.
Barely a week passed after that last PR, and good ol' Rick Williamson had more good news. Global Logistics Partners had added another $1.5 million in contracts... Well, let's let Rick tell us about it, shall we?
FORT WORTH, Texas--(BUSINESS WIRE)--June 21, 1999--CBQ Inc. (OTC
BB:CBQI) announced today that its recent merger partner Global
Logistics Partners (GLP) has added another $1.5 million in contracts over the past 5 weeks exchanging surplus equipment between Imperial Esso Canada, BP Amoco Canada as well as renewed contracts with Kuwait Oil Company.
GLP is proposing to shift its oilfield exchange activities via
Bid4it over the next several months to demonstrate that CBQ's
technology is a low cost and efficient business to business e-commerce vehicle. "The energy industry is a perfect candidate for e-commerce. We are building a virtual community that will define the commercial interactions for this vertical market," says CBQ President Rick Williamson.
Wow! GLP had added $1.5 million in contracts. That couldn't be all bad, right? After all, CBQ owned a 19% stake in that 1.5 mill. Of course, goo ol' Rick Williamson isn't clear as to whether he was booking that 1.5 mill or whether that was amount of the merchandise involved, in which case, good ol' Rick Williamson was booking a much smaller piece of change.
And do you catch this little shift in tone? "GLP is proposing to shift its oilfield exchange activities via Bid4it over the next several months to demonstrate that CBQ's technology is a low cost and efficient business to business e-commerce vehicle."
Proposing? Next several months? No wonder good ol' Rick Williamson found hisself out of a job before too long.
Man, that forward-looking, safe harbor statement at the bottom of PRs was never more needed that when good ol' Rick Williamson was spitting out the news. He had been on the job for a month when he issued this beaut:
FORT WORTH, Texas--(BUSINESS WIRE)--June 15, 1999--CBQ Inc. (OTC BB:CBQI) announced today that it has launched an aggressive initiative targeting major oil and gas companies worldwide.
CBQ, Inc. focuses on the world oil & gas e-commerce market. Gaining from extensive experience and the ongoing contacts of Global Logistics Partners, LLC, CBQ's recent merger partner has set out on an aggressive marketing and sales initiative to integrate Bid4it as the vehicle of choice for this multi-billion dollar industry. CBQ management continues to work closely with
a number of majors to implement an effective method for not only disposing of surplus and used equipment, but as a purchasing mechanism for new equipment. CBQ's president, Rick Williamson comments, " We are overwhelmed by the response to Bid4it in the oil and gas industry. It is a huge vertical market and a perfect fit for CBQ's Business to Business e-commerce initiative. Individual Web sites have not proven to be an effective selling
tool since the majors cannot offer a complete product line in their surplus inventories. The creation of the Bid4it virtual community will build a complete inventory base by combing the available surplus worldwide." In addition to the petroleum, CBQ has on going discussions in food, media, clothing and several international markets. The CyberMarketMaker technology is a dynamic system that adjusts product pricing in response to the market, much like the securities industry. Selling in quantity at the B2B level is more conducive to market trends than at the consumer levels.
Whew! "aggressive initiative" "multi-billion dollar industry" "huge vertical market" "a perfect fit" "on going discussions in food, media, clothing and several international markets"
Good ol' Rick Williamson sounded like he was on fire! He was lightin' up the joint. He was movin' and shakin'.
Riiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiight. More like shuckin' and jivin". And before you know it, good ol' Rick Williamson done got hisself fired!
Monday May 17, 7:19 pm Eastern Time
Company Press Release
CBQ Relocates Its Corporate Headquarters
DALLAS--(BUSINESS WIRE)--May 17, 1999--The new management of CBQ... has initiated an active program to implement CBQ's bid4it system domestically and internationally. This process will involve uploading large quantities of surplus oil and gas industry equipment, as well as machinery from the manufacturing sector. The system implementation will involve, in part, a rollover of the customer base of GLOBAL LOGISTIC PARTNERS, L.L.C. GLOBAL LOGISTIC PARTNERS, formerly known as Thomassen Amcot International, was formed in 1991 as a service and supply company in the oil and gas industry. CBQ acquired an equity interest in GLP and agreed to name Richard Williamson as President and CEO of CBQ and its subsidiary, CyberQuest. ''We are estimating that the initial inventories would involve between 30 and 50 million USD over the next 90 days,'' said Rick Williamson CEO/ President of CBQ Inc."
Shucks, I guess ol' Rick Williamson's estimates were a mite bit off, as he was sent packing six weeks later. I'll bet we never saw any, ANY, initial inventories come to market on the bid4it system. Lordy, I would love to know what good ol' Rick Williamson told good ol' Michael Sheriff back there in May 1999 that caused that Einstein to make this...this... I can't say it.
From the PR announcing the Global Logistics Partners/CBQ deal:
Mr. Richard Williamson, founder of GLP [said,] "Cyberquest's bid4it system, with its CyberMaker(TM), is without a doubt the most sophisticated we have seen yet. It is our goal to provide the best business-to-business E-commerce service both domestically and internationally."
Commenting on the transaction, Michael Sheriff, Chairman and CEO of CBQ, stated, "We are pleased with the agreement with GLP. In addition to international contacts and the potential of millions of dollars of new inventory to bid4it, Mr. Williamson and GLP bring a solid management team and infrastructure to CyberQuest."
Riiiiiiiiiiiiiiiiiiiiiiiiiiight. Williamson and GLP brought such a solid management team that they were tossed out on their ears within a matter of six weeks.
I can't help getting over the fact that Williamson's background and business was in oil and gas industry. This brings to mind the name of one of our more notorious posters on RB...jetfuelmillion. I know that the long held belief was that jetfuel was Florida-based. That may very well be so. That very well may be. But I'm getting really suspicious of this Williamson cat, whose 4.32M shares, by the way, were due to come unrestricted TODAY, May 11, 2001.
What an inauspicious anniversary this is! Probably the worst, the absolute worst deal CBQ ever made. 4.32M shares of stock for what? 19% of Global Logistics Partners and six whole weeks of "solid management"? Riiiiiiiiiiiiiiiiiiiiiiiiiiiight. 4.32M shares. If you check the latest 10K, on page 6 you will find the quarterly price range of CBQ stock. Check back in Q2 1999 and you'll find the Bid ranged from 2.25 to 6.0625. That means ol' Rick Williamson received anywhere from $9.72M to $26.19M worth of CBQ stock, depending on what the price was back on May 11, 1999. And what did he tell Mr. Michael Sheriff, the Einstein who made this...this...I hesitate to call it a "deal", that the 19% of Global Logistics Partners was worth? Goof grief, would I ever love to get a hold of Mr. Michael Sheriff.
This is rich. I mean this is really rich.
Thanks for dipping into your archives, Gary. I'll print these out, read them, do further research, and post comments over the weekend.
Da!
Gary, you stated on RB that you can't comment about whether CBQ has been compensated for the 19% stake of Global Logistics Partners that it obtained in May 1999 for 4.32M restricted shares which, according to the filings, Rick Williamson continues to hold.
However, can you provide any insight into the history of this deal, based on the fact that you followed CBQ back when the deal occurred. (Actually, that's an assumption I'm making. I'm not sure when you began following CBQ closely.) I'm looking for any insight you can add beyond what is in the filings.
I know that this is history. But it's history that has implications. Those shares are still out there. And CBQ supposedly gained something of value in return for those shares. Again, there may be ongoing matters that you cannot comment on. I'm interested in the history.