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Here is the only other mention of grifco in the TTII filing >
http://www.sec.gov/Archives/edgar/data/356590/000114420407018876/v071607_10ksb.htm
Page13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 17, 2006, we held a special meeting of our shareholders for the following purposes:
1. To approve an amendment to the Company's Articles of Incorporation to increase the number of authorized shares of common stock, par value $.001 from 75,000,000 shares to 350,000,000 shares of common stock par value $.001 and 50,000,000 preferred shares par value $.001; and
2. To approve an amendment to the Company's Articles of Incorporation by changing the name of the Company from "Tree Top Industries, Inc." to "Universal Energy Holdings , Inc."; and
3. To approve the August 18, 2006 Agreement and Master Plan of Asset Roll-up and Forward Merger of Subsidiaries Together with Plan of Reorganization with Universal Energy Resources, Inc. and Grifco International, Inc. and its affiliated oil and gas sector businesses through our newly formed merger subsidiary "Universal Energy & Services Group, Inc."; and
4. To approve the Company's application for listing on the American Stock Exchange in 1Q07 or as soon thereafter as we may be qualified.
RESULTS OF MEETING
At the special meeting, stockholders holding a majority of the issued and outstanding shares approved the above actions. The Company has not yet effectuated any of the foregoing actions.
FROM TTII 10k filing FILING RE: CTT "merger" >
http://www.sec.gov/Archives/edgar/data/356590/000114420407018876/v071607_10ksb.htm
Page 6
On November 21, 2006, we entered into a Letter of Intent with Coil Tubing Technology, Inc. (CTBG.PK) and Grifco International, Inc. (GFCI.PK). Although pursuant to its terms the letter of intent expired, we are proceeding with a contemplated transaction whereby we will exchange preferred shares to be issued by our wholly-owned subsidiary Coil Tubing Technology Group, Inc., a Nevada corporation, in exchange for all the issued and outstanding shares of Coil Tubing Holdings Inc., a Texas corporation, currently held by Coil Tubing Technologies, Inc. The non-voting preferred shares will be convertible into shares of Coil Tubing Technology Group one year after the closing of the proposed transaction. As of December 31, 2006, Coil Tubing had an accumulated deficit of $655,430, a net loss of $543,289 and cash used in operations of $406,037. Coil Tubing specializes in the design of proprietary tools for the coil tubing industry, supplying tools to oil companies, coiled tubing operations and service companies.
Consummation of the share exchange is contingent on various conditions, including without limitation, obtaining the approval of the transaction from the shareholders of Coil Tubing Holdings, finishing our due diligence investigation on Coil Tubing, negotiating and executing definitive documents, review of the audited financial statements of Coil Tubing Holdings by our auditors and obtaining board approval of the transaction.
Except for the negotiations with Coil Tubing Technology, Inc., we have not entered into any other negotiations regarding any other acquisitions or transactions.
not true mores > from the filing :
The Company is a plaintiff in approximately 20 lawsuits, including those described in the Notes to the Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2006, claiming an aggregate of approximately $8,000,000 pursuant to which it is seeking to collect amounts it believes are owed to it by customers, included in its accounts receivable, primarily with respect to changed work orders or other modifications to its scope of work. The defendants in these actions have asserted counterclaims for an aggregate of approximately $1,500,000.
http://app.quotemedia.com/quotetools/showFiling.go?name=WINDSWEPT ENVIRONMENTAL GROUP INC: 10-Q, Sub-Doc 1, Page 8&link=http%3A//quotemedia.10kwizard.com/filing.xml%3Frepo%3Dtenk%26ipage%3D4689757%26doc%3D1%26num%3D8
When it comes to WEGI being a healthy company is were we have our differences > WEGI has $8 million in lawsuits for non payment by its customers, plus another $1.5 million in counter suits, all comes out of about $20 milion in total billing to its customers, WEGI customers are refusing to pay for a large portion of the work performed in the hurricanes. That tells me they are doing something wrong?
Look at A/R end of year, IMO that will need to be restated at some point - profits become losses w/o that 8 million in lawsuits. They are carying the lawsuits monies as A/R, and when they finally admit IT IS NOT COLLECTABLE and add on more attornet bills they wil need to restate some past earnings to past and curent losses IMO
WEGI went thru over $5 million cash for one storm
They currently have NO cash
How can they pay for a BIG Noreaster rain storm? never mind a HURRICANE?
WEGI filed AND SOLD 5 million shares 02/2007
These shares are from LAST Year financing, Laurus will need to sell current holdings and buy more shares for NEW WEGI cash. The major dillution has begun
I agree WEGI DOES HAVE PLAY > Yes it is in hot sector > lots of traders chase stock like this > IMO be careful > WEGI is VERY sick company, dont get caught long when they restate , file, dillute or other something going forward. IMO
? excuse me ? SEC filing is a LIE? Or YOU just dont want to admit I AM CORRECT AND YOU ARE WRONG?!
again do you read filings? WEGI sold 5 million PLUS shares Feb 2007 - they listed the O/S IN THE FILING for you and everyone to review. It is clearly laid out in the SEC filing > in no way is this some lie or fabrication, that is totally wrong to post the SEC filings are LIES!?
PLEASE BE CLEAR > YOU ARE SAYING THIS SEC FILING IS A LIE - TOTAL FABRICATION BY THE SEC TO GET ONE OVER ON WEGI STOCK HOLDERS??? IS THAT WHAT YOU ARE SAYING? THIS IS A LIE????>
Per SEC filing 02/2007 WEGI>
http://www.sec.gov/Archives/edgar/data/814915/000114420407006068/v064851_s1a.htm
The Offering
Issuer Windswept Environmental Group, Inc.
Outstanding common stock before offering 35,678,993 (as of January 31, 2007)
Number of shares offered for resale 5,395,061 (1)
Outstanding common stock after offering 41,074,054 (assuming all offered shares are sold)
Use of Proceeds We will not receive any proceeds from this offering.
Registration Rights We have agreed to use all reasonable commercial efforts to keep the registration statement of which this prospectus forms a part effective and current until the date that all of the shares of common stock covered by this prospectus have been sold under the registration statement, have been sold pursuant to Rule 144 of the 1933 Securities Act, as amended, or may be freely traded without the effectiveness of such registration statement.
Trading Our common stock is quoted on the Over-the-Counter Bulletin Board under the symbol “WEGI.OB”.
Risk Factors See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should carefully consider before deciding to invest in our common stock.
______________________________________
(1) Represents shares issuable upon conversion of, and/or in payment of principal and interest in shares by us on, the Note issued to Laurus.
WEGI DILLUTES 5,395,061 SHARES
CURRENT O/S = 41,074,054+
Why do you keep posting the wrong count? Per SEC filing 02/2007 WEGI>
http://www.sec.gov/Archives/edgar/data/814915/000114420407006068/v064851_s1a.htm
The Offering
Issuer Windswept Environmental Group, Inc.
Outstanding common stock before offering 35,678,993 (as of January 31, 2007)
Number of shares offered for resale 5,395,061 (1)
Outstanding common stock after offering 41,074,054 (assuming all offered shares are sold)
Use of Proceeds We will not receive any proceeds from this offering.
Registration Rights We have agreed to use all reasonable commercial efforts to keep the registration statement of which this prospectus forms a part effective and current until the date that all of the shares of common stock covered by this prospectus have been sold under the registration statement, have been sold pursuant to Rule 144 of the 1933 Securities Act, as amended, or may be freely traded without the effectiveness of such registration statement.
Trading Our common stock is quoted on the Over-the-Counter Bulletin Board under the symbol “WEGI.OB”.
Risk Factors See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should carefully consider before deciding to invest in our common stock.
______________________________________
(1) Represents shares issuable upon conversion of, and/or in payment of principal and interest in shares by us on, the Note issued to Laurus.
LOL takes a special type to point out obvious tpyos.eom
you all have solid reasons for support.... Maybe you can come up with answer for the major CASH CRUNCH...
That is the question with MEGI > Does it have enough CASH to get thru ONE STORM? Never mind multi storms... they had $5 mil cash last go around, Laurus is just getting around to selling all the shares...
Question > does WEGI dillute, do they dillute BEOFRE the first hurricance hits land. I say YES to both. 10 million shares minimum. IMPO of course. > could be larger shelf offering or something.... it needs cash bad....now
heard that...when the back patting is this heavy at .03 u know day traders and pumpsters have got control, IMO GFCI will NEVER see .25 per share w/o large RS
ChevDawg do u read filings?
Here is link to SEC WEGI filings
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=wegi&filenum=&State=&SIC=&o...
I would think you would want to check your share counts before posting erroneous totals going forward. Feb 2007 Laurus and WEGI registered and filed to sell another 5 million plus shares, bringing total OS to over 40 million plus. Per the filings
Chevdawg I am NOT here to sway any opinions - I am here to post mine - If you feel this is super stock with super long term potential to make profits please post it all day and night - more power to you.
However posting that I make up my posts is totally off base. I always follow TOS, I post my opinions just like you do, I expect the same access and rights to post w/o being attacked as you and any other poster do and should.
PLEASE be clear > I INCLUDE links in my posts when I am referring to financials, share counts, dillution, lack of cash, lawsuits etc...etc...etc... I DO NOT make up financials and diluting > If I am talking opinion I will disclaimer it opinion.
Please post your opinions and please dont get into personal attacks, I urge you to post some links to your share counts, per the filing I just posted present WEGI share count = 40million plus+. Recent dillution of over 5 million shares, as opposed to your post that was obvious opinion and not based on factual filings.
NOT true chevdawg > WEGI dilluted 5million shares Feb 2007.
Issuer Windswept Environmental Group, Inc.
Outstanding common stock before offering 35,678,993 (as of January 31, 2007)
Number of shares offered for resale 5,395,061 (1)
Outstanding common stock after offering 41,074,054 (assuming all offered shares are sold)
Use of Proceeds We will not receive any proceeds from this offering.
http://www.sec.gov/Archives/edgar/data/814915/000114420407006068/v064851_s1a.htm
Good morning posters - Good to see my post was restored. I hope we dont have to call out ADMIN and moderators to post basic opinions.
I have always posted WEGI is in hot sector, stock will be very volatile UP and down, Sure money can and WILL be made, My pointis WEGI is very sickly company, sold 56 million shares and is already out of cash, will take LARGE amounts of cash to operate in a storm or 2, WEGI will be forced to sell MILLIONS more in stock to even get thru this season, But more importantly, out of $20 million in work WEGI performed last 3 years, almost $8million is UNPAID WEGI is suing customers to get PAID, And on top of that WEGI customers are counter suing for $1.5 million, If you restate WEGI earnings minus this $8million, they go from small profit to a LARGE loss for past qtrs. They have already issued concerns over past filings one time. IMO WEGI is very sick company, it is in a great hype hot sector sure, but WEGI is very sick company... IMO
It is paradise in FLA today, we took 5 gallons of large live shrimp last night in Titusville, I for one dont want to think about Hurricanes, me along with ALL of the State is PRAYING for even slower season then last year, here in FL and the Gulf coast we pray for our fellow homeowners and residents to stay safe and be well and prosper thru the season, we dont pray and hope for destruction so we can profit from a penny stock that is for sure, things are good here, very slow and peaceful life here FL... things are good - Happy Posting... shrimp scampi..fried shrimp...shrimp jumbo...shrimp cocktail, stuffed shrimp.... peel n eat shrimp.... shrimp salad... barbecue shrimp...
I posted links for ALL my posts?
Yes I do at times include in my posts some personal opinion, but as you state, it is properly disclaimered, the content of majority of my posts come directly from SEC filings or news releases from the company.
Here is some of what WEGI is saying >
WEGI needs to raise cash BAD - 12/31/07 Filing WEGI had 0.00 CASH on hand and was OVERDRAWN CASH OVER (-$100K)
http://www.sec.gov/Archives/edgar/data/814915/000114420407009148/0001144204-07-009148-index.htm
WEGI is dilluting right now - February 2007 filed to register and SELL OVER 5 MILLION shares, bringing total O/S to over 41 million shares out.
http://www.sec.gov/Archives/edgar/data/814915/000114420407006068/0001144204-07-006068-index.htm
WEGI sold shares for cash to Laurus Master fund - an offshore hedge fund - Laurus still holds rights to 56 million shares of stock, much of it at .01 -.09 per share, these shares are to be ADDED to the present OS count as it registers and sells off like filing above, These shares were sold to Larus by WEGI for past money borrowed - WEGI spent it all - they have 0.00 cash left - WEGI will need to sell MORE shares for MORE CASH soon. OS has begun to expand, 56 million more shares are already SOLD ready to come to market, WEGI needs to sell MORE shares for MORE CASH over the 56 million coming on now.
http://www.sec.gov/Archives/edgar/data/814915/000114420407007988/0001144204-07-007988-index.htm
Those are just a FEW of the many basic problems with WEGI as an equity right now. Of course as I have posted numerous times, WEGI is in hot sector, lots of folks chase these stocks, WEGI will be volatile UP and down, IMO get in, get out fast, Dont get caught with Laurus pumping up dumping few million, be on the right side of trade for sure on this one, WEGI is very sickly company, lawsuits over receiveables, SEC inquiries, Restatement of filings, WEGI has it all - PLEASE dont take MY WORD FOR IT > GO READ THE FILINGS!
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=wegi&filenum=&State=&SIC=&o....
EVERY POST HAS LINK TO VERIFY U MEAN?
I MAY INCLUDE SOME IMO at end of the posts, some basic opinions related to the FACTS I post but the majority of what I post has links and come directly from SEC filings.....
Example > WEGI is CASH BROKE > That is NOT opinion. FACT
WEGI is dilluting NOW > That is NOT opinion > FACT
Laurus offshore hedge fund owns rights to register another 56 million shares, ON TOP of the present float ADD +56 million to get rue OS > That is NOT opinion > FACT
Laurus has rights to MILLIONS of shares at option price of .01 per share > YES WELL OVER 11 MILLION SHARES AT .01 per share > They SOLD 5 million few weeks ago and did major dillution Feb 2007. That is NOT opinion. > FACT
? Not sure what opinions of mine you were talking about , but these things are NOT opinions - these are FACTS my friend - enjoy posting with all the Laurus emps. today...
Have fun - I am heading out for some awesome Tittusville FL shrimping, we get live shrimp 8-10 inches long, look like lobsters, have fun happy posting !
Here is some DD on Laurus Master fund >
Sewer Pipes
Nathan Vardi 02.12.07
Hedge funds are posting nice returns from deals that may involve ex-cons, stock scammers--even the Mob.
If your entrepreneurial venture were desperate for capital, would you get it from a hedge fund? Sometimes that's not such a good idea. Consider Laurus Master Fund. The Cayman Islands hedge fund opened with $5 million under management in 2001 and has grown to $1.6 billion making investments in so-called PIPEs, or private investments in public equities.
In those deals the fund invests in a cash-starved, thinly traded public company. In exchange it gets securities--notes that charge interest, warrants and options--convertible into common shares of the company. Laurus claims it has achieved an annualized net return of 18.5% since inception. The people running Laurus from New York--brothers Eugene Grin, 49, and David Grin, 37--are making out pretty well, too. In addition to the standard 2% of assets and 20% cut of profits, they also collect a closing fee, an average 3.5% of each deal, which they liken to points on a mortgage. As for the companies they invest in? Not so well. On average they lose 30% of their stock price within a year of signing a Laurus pipe, says PlacementTracker, a San Diego research service.
PIPEs are a big business, drawing $28 billion last year from hedge funds. Some of the companies raising the capital are large, but most are desperate indeed, too small or too weak financially to raise money with a public stock offering. Some of the hedge funds providing the money are not financiers that you would select if you had a choice.
Originally from Ukraine, Eugene Grin became a vacuum cleaner salesman when he landed in the U.S. in 1979. Then he worked as a broker of penny stocks, among other investments, at F.N. Wolf & Co., the boiler room shut down by regulators in 1994. At Wolf one of Grin's clients was Gilbert Bornstein, a 54-year-old unemployed man who invested $32,000 with Grin after being convinced he could safely double his money through penny stocks. (Grin says he never made that claim.) Bornstein was soon stuck with $27,000 in losses. Nine years later a New York State judge determined that Grin owed Bornstein $40,000. Grin has yet to pay that bill, and the judgment remains outstanding. "He was superwealthy," Grin shrugs, by way of an excuse. "There was money in the family."
Today Grin and his younger brother, David, still traffic in penny stocks. But they do so through PIPEs. Hedge funds love these deals because the shares they get are often priced at a discount to the market to compensate for the fact that they can't be traded until they are registered with the Securities & Exchange Commission, which can take months. Meantime, though, hedge funds can value those PIPE warrants and options pretty much any way they want and calculate their net asset value accordingly. The larger the gain in a fund's NAV, of course, the more attractive it is to new investors.
And the more attention these deals may draw from regulators. "Improper trading practices in connection with PIPEs is a concern," says David Markowitz, an SEC assistant regional director in New York. "It's an area that SEC enforcement is looking at." The feds have so far focused on the improper shorting of stock. It is mighty tempting for a PIPE buyer to double-cross the company it is investing in by shorting the company's stock and using the conversion privileges with the PIPE investment to cover its short position. That earns the investor a quick spread but wrecks the target's ability to raise more equity capital. Such shorting is forbidden by Section 5 of the Securities Act. In September a U.S. Attorney charged Hilary Shane, a former hedge fund manager, with insider trading, accusing her of shorting Compudyne's stock after learning that Compudyne was contemplating a pipe fundraising. On Jan. 4 Joseph Spiegel, a onetime portfolio manager for a New York hedge fund, settled SEC allegations of his using PIPE shares to cover short trades and paid a $110,000 penalty.
Andrew Worden, 41, runs Barron Partners, a $150 million hedge fund that has invested $85 million in pipes since 2003. The fund flogs its expertise in microcap companies. It doesn't promote the fact that Worden in 1994 pleaded guilty to wire fraud--he stiffed brokers on shares they bought for him that decreased in value--and served two years' probation. "I was 23 years old," Worden says of his indiscretions, which were not prosecuted for five years.
In March 2005 Barron Partners invested $1.5 million in Cordia Corp., a Winter Garden, Fla. Internet-phone outfit 54% owned by Alexander G. Minella, who in 1993 was sentenced to up to six years in prison. Minella, then president of broker Wakefield Financial Corp., pleaded guilty to having "secretly rigged the trading in certain Nasdaq securities" by getting brokers to trade among themselves to manipulate prices.
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Corey Ribotsky, 36, heads N.I.R. Group, a handful of Roslyn, N.Y. hedge funds with $630 million under management. His first business partner successfully sued him for stealing away their marketing and consulting firm. The florist at Ribotsky's wedding filed a $7,275 claim against him for failing to pay the bill.
So how does he do as a hedge fund manager? A Ribotsky PIPE, on average, precedes a stock-price drop of 54% a year after the deal, according to PlacementTracker. That still works for Ribotsky because of the way he structures a PIPE: He receives debt securities convertible into discounted stock, in an amount determined by dividing the principal by the price of the shares at the time of conversion, less a steep discount. The further a stock falls, the more shares he gets.
Since Ribotsky invested $1.5 million in 2005, shares in Med Gen are down from $1 on the o-t-c bulletin board to a fraction of a penny. The Boca Raton, Fla. company had less than $1 million in sales from an antisnoring spray, diet pills and supplements. (Its biggest shareholder and chief executive is Paul B. Kravitz, the former president of AppleTree Cos., who paid a $25,000 penalty in 1996 to settle SEC claims that he failed to tell investors in an AppleTree offering that he planned to invest $250,000 in a gambling casino.) Ribotsky converted the debt into 171 million shares of Med Gen, at discounts of 40%, by September 2006. Did he sell his stake, triggering the stock-price plunge? N.I.R. lawyer Jonathan Schechter declines to say. "It is not us that makes a company lose its value--maybe a company hasn't executed its business plan," he says, adding that N.I.R. never shorts a stock.
One of Ribotsky's PIPEs, a $1 million investment in Roanoke Technology, a Rocky Mount, N.C. Web site designer, allowed N.I.R. to purchase newly issued shares at a discount of 50%; Roanoke's shares then traded hands on the o-t-c bulletin board at 12 cents. After Ribotsky sued Roanoke when it didn't meet its loan payments, Roanoke countersued, claiming that N.I.R.'s selloff of shares was destroying the company. Indeed, trading volume of Roanoke stock jumped from 180,000 to 2.4 million shares on the days Ribotsky's funds filed conversion notices, say court documents, and the stock price plunged to less than a penny. Both suits were settled. Roanoke chief David L. Smith Jr. ended up leaving the company and settling SEC charges in August 2006 that he improperly issued stock to consultants who sold them for $7 million and kicked back $4 million to him. Smith has been barred from acting as an officer or director of a public company.
When it comes to dicey partners, though, few are as accomplished as the Grins. They financed Francis O'Donnell, who has gotten to know the feds pretty well. Taking over as chief of Searchhound.com, an o-t-c bulletin board stock in 2003, O'Donnell changed its name to Coach Industries, quickly built up a controlling stake in the Cooper City, Fla. firm and started acquiring limousine companies. Laurus backed him with a $6 million loan. On Jan. 5 O'Donnell pleaded guilty to being an associate of the Genovese crime family. The indictment also claimed that an FBI agent posing as a drug dealer was asked to launder proceeds through Coach in exchange for a fee. In addition O'Donnell is accused of luring a victim to his office, where Clement (Clemmie) Santoro allegedly held a gun to his head and demanded a $1.5 million payment.
The Grins invested $1.5 million in April 2004 with Magic Lantern Group, which marketed Canadian educational videos. Their introduction to the company came through National Financial Communications, owned by Geoffrey Eiten, a Needham, Mass. newsletter writer who flogged companies and claimed to show readers "how to make 5,000%" on their money. Magic Lantern's biggest backer was Lancer Management Group, a New York City hedge fund that blew up amid accusations of fraud.
Magic Lantern, which lost $15.9 million on sales of $2.7 million in 2004, began to disintegrate. Eiten was sued in September 2006 by William Galvin, Massachusetts secretary of state, for engaging in "widespread 'pump and dump' transactions by publicly promoting certain stocks at the same time he was selling them." Galvin released chummy e-mails between Eugene Grin and Eiten's company suggesting they team up to sell Magic Lantern shares. Eiten denies any wrongdoing. Laurus managed to eke out what it calls "a nominal profit" before Magic Lantern's stock collapsed.
In November 2004 Laurus agreed to lend Thomas Equipment, which makes skid loaders and hydraulic equipment in Canada, $22 million to finance acquisitions and operations. At the time the stock traded at 88 cents. Most of Laurus' loans were convertible into stock at prices of $1.50 a share; the Grins also bought 2 million shares for a penny each and received options to purchase 4 million more for a cent apiece. Helped by a steady stream of press releases, Thomas shares touched $8.99 in January 2005 on light volume.
What was driving the stock? James Patty, former interim chief executive at Thomas and a current board member, says that David Grin was constantly focused on Thomas Equipment's share price, even though the lack of liquidity in the stock meant that Laurus could not sell too many shares without driving down the price. Word came down from David Grin, says Patty, "that he couldn't allow that type of hit to his portfolio." Why? "My assumption would be he was looking at a valuation of the company in order to attract additional money into his fund," Patty says.
Ridiculous, says Eugene Grin. The effect of Thomas' high stock price on Laurus' net asset value "was never material." His valuation model, he claims, discounts severely for the lack of trading volume in a stock like Thomas. A good thing for Laurus: Thomas Equipment's two main units have filed for insolvency in Canada; it was yanked off the American Stock Exchange and now trades for 8 cents.
Eugene Grin says he never shorts a stock. He also insists that Laurus provides a valuable service--and is more like a bank than a hedge fund. "We have tens of thousands of people working because of our investments," he says. "It's a beautiful thing."
Laurus holds rights to 56,000,000+ shares for the few million they loaned WEGI. They have one block of over 11,000,000 shares at .01 per. MOST of These shares are YET to be registered, Laurus WEGI just filed, registered, sold 5 million shares few weeks ago. Watch out if they cant sell the shares fast enough for profits they will short it down to sub penny to make money IMO. IMPO Laurus is scum toxic financeer....
As of December 31,
2006, Laurus Master Fund, Ltd. (the "Fund") held (i) an Amended and Restated
Secured Convertible Term Note in the aggregate principal amount of $5,942,175,
which is convertible into Shares at a conversion rate of $0.09 per Share,
subject to certain adjustments (the "Term Note"), (ii) warrants to purchase up
to 13,750,000 Shares at an exercise price of $0.10 per Share, subject to certain
adjustments (the "Warrant"), (iii) an option to purchase up to 28,895,179 Shares
at an exercise price of $0.01 per Share, subject to certain adjustments (the
"2005 Option"), (iv) an option to purchase up to 11,145,000 Shares an at
exercise price of $0.01 per Share, subject to certain adjustments (the "2006
Option") and (v) 2,611,111 Shares.
http://www.sec.gov/Archives/edgar/data/814915/000114420407007988/v065809_sc13ga.txt
LAURUS = WEGI > DO YOU READ FILINGS?
LOOK at the control Laurus has on the stock, look at some of these share prices they have options at, this is SCARY to me, PLUS WEGI is CASH BROKE - ALL These shares here below are SOLD - they need to sell MORE - They have NO CASH they have to SELL more shares to Laurus - over above on top of ALL OF THIS they must sell more soon - Laurus has to DUMP the OLD first! >
From latest filing>
http://www.sec.gov/Archives/edgar/data/814915/000114420407007988/v065809_sc13ga.txt
As of December 31,
2006, Laurus Master Fund, Ltd. (the "Fund") held (i) an Amended and Restated
Secured Convertible Term Note in the aggregate principal amount of $5,942,175,
which is convertible into Shares at a conversion rate of $0.09 per Share,
subject to certain adjustments (the "Term Note"), (ii) warrants to purchase up
to 13,750,000 Shares at an exercise price of $0.10 per Share, subject to certain
adjustments (the "Warrant"), (iii) an option to purchase up to 28,895,179 Shares
at an exercise price of $0.01 per Share, subject to certain adjustments (the
"2005 Option"), (iv) an option to purchase up to 11,145,000 Shares an at
exercise price of $0.01 per Share, subject to certain adjustments (the "2006
Option") and (v) 2,611,111 Shares.
DO YOU READ FILINGS? OS = 41074054
WEGI TOTAL O/S AS OF 02/09/07 FILING = 41,074,054
http://www.sec.gov/Archives/edgar/data/814915/000114420407006068/v064851_s1a.htm
The Offering
Issuer Windswept Environmental Group, Inc.
Outstanding common stock before offering 35,678,993 (as of January 31, 2007)
Number of shares offered for resale 5,395,061 (1)
Outstanding common stock after offering 41,074,054 (assuming all offered shares are sold)
Use of Proceeds We will not receive any proceeds from this offering.
Registration Rights We have agreed to use all reasonable commercial efforts to keep the registration statement of which this prospectus forms a part effective and current until the date that all of the shares of common stock covered by this prospectus have been sold under the registration statement, have been sold pursuant to Rule 144 of the 1933 Securities Act, as amended, or may be freely traded without the effectiveness of such registration statement.
Trading Our common stock is quoted on the Over-the-Counter Bulletin Board under the symbol “WEGI.OB”.
5. At first Plaintiff FFC3 and its principal Mads Ulrich proposed acting as the
2
syndicator of an offshore Regulation S offering to provide the bridge financing. See,
Exhibit A.
6. As negotiations continued, Plaintiff FFC3 then introduced Defendant Grifco to
Plaintiff Robinson Reed stating that both of them would provide the bridge loan
financing. There was no further mention of the syndication of the Securities.
HE KNEW FROM DAY 1 > syndicator of an offshore Regulation S offering to provide the bridge financing
Laurus filed to sell 5million shares 60 days ago - looks like they will have to dump at least 10 million more to have near enough cash to get thru a SINGLE storm season, at least.... IMO WEGI will go from 35mil OS to 55mil OS in very short time, disturbing? maybe not to some in the market chasing this sector, WEGI has play, never said it did'nt, WEGI is very sick company that has begun to dillute, that I did say..... IMPO
Who is going to give WEGI cash? More Laurus money?
As of Latest filing.
as of 12/31/06 WEGI had >
Cash balance end of period = 0.00
Principal payments of long-term debt (117,178 )(past due to Laurus)
Cash Overdraft (-109,456)
http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=wegi&filenum=&State=&SIC=&o...
WEGI is broke? who is going to pay for a major ramp up for a storm - takes major cash outlay - i live in hurricane central - if u go in looking to help rebuild your boss better have monster wallet of CASH to pay workers supplies needs on the ground > Does the market even care WEGI is broke,, maybe not but wonder How soon until Laurus get to sell another 10 million shares? IMO soon....
Time & Sales - ALL SORTS of 100 share games goin on....
Price Size Exch Time
0.239 100 OBB 15:59:47
0.234 10000 OBB 15:57:59
0.235 5000 OBB 15:56:19
0.23 5000 OBB 15:53:46
0.24 1500 OBB 15:45:04
0.24 500 OBB 15:44:04
0.24 100 OBB 15:31:31
0.23 8000 OBB 15:29:27
0.23 500 OBB 15:28:50
0.23 5000 OBB 15:09:12
0.23 1900 OBB 14:58:41
0.23 500 OBB 14:58:29
0.23 5000 OBB 14:21:14
0.23 5000 OBB 14:18:52
0.23 7000 OBB 14:18:41
0.23 25000 OBB 14:17:43
0.23 1000 OBB 14:11:53
0.23 5000 OBB 13:52:56
0.23 5000 OBB 13:39:15
0.23 1750 OBB 13:38:46
0.23 5000 OBB 13:38:42
0.23 5000 OBB 13:38:27
0.23 10000 OBB 13:37:50
0.23 20000 OBB 13:35:05
0.215 122 OBB 13:25:26
0.22 3400 OBB 13:19:39
0.215 10000 OBB 13:19:39
0.215 500 OBB 13:19:00
0.215 120 OBB 12:38:39
0.21 500 OBB 11:56:22
Level II Quotebook
Time MMID Size Bid
15:56 Close
Knight Equity Markets, L.P.
NASDAQ TRADING
800-222-4910
NASDAQ TRADING
888-515-0031
BULLETIN BOARD
800-232-3684
DELISTING/BANKRUPTCY
212-336-8791
DELISTING/BANKRUPTCY
212-336-8792
INTERNATIONAL
800-762-0271
BROKER/DEALER DESK
888-302-9197
INSTITUTIONAL DESK
800-222-4895
FOREIGN BULLETIN BD
212-336-8841
HELP DESK
888-931-HELP
NITE 5000 0.23
15:58 Close
Citigroup Global Markets Inc.
OPERATION NASDAQ/CQS
212-723-7259
NASDAQ TRADING
800-223-7743
DISTRESSED EQUITY
212-723-7744
DISTRESSED EQUITY
800-326-7155
AGENCY
212-816-3607
AGENCY
212-816-3632
NEW YORK
212-723-7169
ARBITRAGE
212-698-5000
WATTS
800-553-5674
FOREIGN
212-723-7185
DERIVATIVES
212-723-5407
AGENCY TRADING
800-922-0143
AGENCY TRADING
212-816-3605
19C3 TRADING
212-723-7235
CONVERTIBLE TRADING
212-723-7252
PREFERRED
212-723-7455
SBSH 5000 0.21 ↓
07:30 Close
E*Trade Capital Markets LLC
CHICAGO, IL
312-986-8882
NASDAQ TRADING
800-638-8602
BULLETIN BOARD
888-714-0505
312-294-7824
AGENCY
800-469-7606
AGENCY
312-294-7823
INTERNATIONAL
312-294-7760
OTCBB EMERGENCY B/U
312-431-1268
ETRD 5000 0.18
07:30 Close
Hill Thompson Magid and Co., Inc.
JERSEY CITY, NJ
201-434-8100
JERSEY CITY, NJ
212-233-2200
NASDAQ TRADING
800-631-3083
ADR TRADING
800-879-9842
CANADIAN EQUITIES
866-235-7016
BANK STOCKS
866-291-6316
CHICAGO, IL
800-999-8073
CHICAGO, IL
312-372-3828
PREFERRED/CONVERTS
201-433-9544
HILL 5000 0.18
15:12 Close
UBS Securities LLC
TRADING DEPARTMENT
203-719-7400
OTCBB/PINKSHEETS
203-719-8710
UBSS 5000 0.18 ↓
07:30 Close
Sterne, Agee & Leach, Inc.
NASDAQ/OTCBB TRADING
800-239-2408
BIRMINGHAM, AL
205-380-1760
SALI 5000 0.131
07:30 Close
Natexis Bleichroeder Inc.
BROKER/DEALERS SALES
800-325-ABLE
DOMESTIC
212-299-4500
DOMESTIC
800-221-3365
INTERNATIONAL
800-223-3134
ARBITRAGE
212-333-4440
ARBITRAGE
212-333-4441
CONVERTIBLE
212-333-4554
EUROPE
212-299-4505
FAR EAST
212-299-4508
LATIN AMERICA
212-299-4511
SOUTH AFRICA
212-299-4513
ABLE 5000 0.13
07:30 Close
Hudson Securities, Inc.
JERSEY CITY, NJ
201-216-9100
JERSEY CITY, NJ
800-624-0050
JERSEY CITY, NJ
212-227-7733
INSTITUTIONAL SALES
800-419-9187
201-216-0375
COLORADO
888-576-1828
BOCA RATON, FL
800-898-2777
INTERNATIONAL
888-306-1998
561-361-0951
CANADIAN ARB
201-216-1475
HDSN 5000 0.13
07:30 Close
Domestic Securities, Inc.
EDISON, NJ - OTC
732-661-0300
MONTVALE, NJ OTC
201-782-0009
MONTVALE, NJ HQ
201-782-0888
DOMS 5000 0.12
07:30 Close
Pershing LLC
JERSEY CITY NJ
201-413-3531
NASDAQ TRADING
800-305-0161
BULLETIN BOARD
201-413-2700
DEALER DESK
201-413-2465
866-880-9410
PERT 5000 0.11
07:30 Close
The Vertical Trading Group, LLC
NEW YORK, NY
212-918-1202
VERT 5000 0.09
07:30 Close
Jefferies & Company, Inc.
BULLETIN BOARD TRDG
212-336-7007
BROKER DEALER
877-350-2855
NASDAQ TRADING
972-701-3100
STAMFORD CT.
203-708-5910
TRADING-NYC
203-708-5890
800-525-8620
877-350-BULL
LISTED TRADING
973-912-2790
CONVERTIBLES
203-708-5868
BROKER/DEALER DESK
212-336-7007
JEFF 5000 0.085
07:30 Close
Goldman, Sachs & Co.
NEW YORK, NY
212-902-8585
JAPANESE SHARES
212-902-0899
ASIAN SHARES
212-902-8677
CANADIAN SHARES
212-902-3801
EUROPEAN SHARES
212-902-1115
LATIN AMER SHARES
212-902-8505
UK SHARES
212-902-1232
ARBITRAGE
212-902-8525
CONVERTIBLES
212-902-8535
PREFERRED TRADING
212-902-8390
OTCBB
212-357-4402
WEST DESK
212-422-2400
WEST DESK
800-526-3164
NEW YORK, NY
212-902-1000
GSCO 10000 0.07
07:56 Close
Bear, Stearns & Co. Inc.
NEW YORK NY
212-272-4810
OTCBB/PINK SHEETS
212-272-4975
NASDAQ TRADING
800-247-7882
EMERGING MARKETS
212-272-9297
INTERNATIONAL
212-272-4580
ARBITRAGE
212-272-4506
PREFERRED
212-272-5104
PREFERRED
800-231-8892
CONVERTIBLES
212-272-4484
HIGH YIELD DEPT
212-272-5100
OTCBB/PINK SHEETS
212-272-4975
BEST 5000 0.07 ↓
07:30 Close
Wm. V. Frankel & Co., Incorporated
JERSEY CITY, NJ
201-434-5005
NEW YORK, NY
212-943-6633
NEW YORK, NY
800-631-3091
FRAN 5000 0.06
07:30 Close
Seton Securities Group, Inc.
NASDAQ TRADING
732-739-3800
OTCBB AND PINKS
732-739-3800
SSGI 5000 0.05
07:30 Close
Vfinance Investments, Inc
OTCBB/PINK SHEETS
800-487-0577
OTCBB/PINK SHEETS
561-981-1314
PHILADELPHIA
856-234-2900
VFIN 5000 0.05
07:41 Close
Maxim Group LLC
NEW YORK, NY
212-895-3680
800-261-0498
OTCBB
212-895-3874
FOREIGN TRADING
212-895-3897
MAXM 5000 0.03 ↓
07:41 Close
Merriman Curhan Ford & Co.
SAN FRANCISCO
800-909-7897
NEW YORK
646-292-1401
OTCBB/PINK SHEETS
646-292-1409
MERI 5000 0.01 ↓
07:46 Close
RBC Capital Markets Corporation
MINNEAPOLIS, MN
800-285-4964
MINNEAPOLIS, MN
800-959-5951
MINNEAPOLIS, MN
612-371-2900
NEW YORK, NY
800-888-7943
NEW YORK, NY
212-428-6337
CHICAGO, IL
800-862-8029
PREFERRED
612-371-7828
CONVERTIBLES
612-373-1775
RBCM 5000 0.0001 ↓
Excuse me? I was pointing out the SEC filing from 02/2007 outlining over 5million shares to be dilluted into the market now today ASAP - no doubt these shares are the ones you are buying right now - Please feel free to close your eyes and dont read the filings, but the FACTS are WEGI filed to dillute O/S to over 41 million few weeks ago.
Per SEC filing >
http://www.sec.gov/Archives/edgar/data/814915/000114420407006068/v064851_s1a.htm
Outstanding common stock before offering 35,678,993 (as of January 31, 2007)
Number of shares offered for resale 5,395,061 (1)
Outstanding common stock after offering 41,074,054 (assuming all offered shares are sold)
Time & Sales
Price Size Exch Time
0.21 500 OBB 11:56:22
0.21 500 OBB 11:56:03
0.21 12100 OBB 11:14:33
0.2375 500 OBB 09:36:20
0.2375 2500 OBB 09:35:29
0.24 5000 OBB 09:35:13
0.24 5000 OBB 09:35:12
0.235 5000 OBB 09:34:53
0.2375 1000 OBB 09:33:06
CARGO > Per SEC filing >
http://www.sec.gov/Archives/edgar/data/814915/000114420407006068/v064851_s1a.htm
Outstanding common stock before offering 35,678,993 (as of January 31, 2007)
Number of shares offered for resale 5,395,061 (1)
Outstanding common stock after offering 41,074,054 (assuming all offered shares are sold)
I really got to get some sleep - The dolphin were slamming out of port canaveral today. Ill be happy to post some more during the week, as promised I need to read thru some of the most recrnt filings in detail, Thank you for the kind welcome to the board.
Laurus filed to sell 5million 02/07 >
http://www.sec.gov/Archives/edgar/data/814915/000114420407006068/v064851_s1a.htm
SUBJECT TO COMPLETION, DATED FEBRUARY 9, 2007
5,395,061 Shares of Common Stock
WINDSWEPT ENVIRONMENTAL GROUP, INC.
The shares of common stock of Windswept covered by this prospectus may be sold from time to time by Laurus Master Fund, Ltd., the selling stockholder. This prospectus relates to up to 5,395,061 shares of common stock of Windswept which are issuable upon conversion of the principal and interest of a secured convertible term note due June 30, 2009 issued to the selling stockholder having a conversion rate of $.09 per share, subject to adjustment, and/or shares that may be issued, in lieu of cash, in payment of principal and interest on a note.
We will not receive any of the proceeds from the sale of our common stock by the selling stockholder.
Our common stock is quoted on Over-the-Counter Bulletin Board under the symbol “WEGI.OB”.
The shares of common stock covered by this prospectus may be sold through broker-dealers or in privately negotiated transactions in which commissions and other fees may be charged. These fees, if any, will be paid by the selling stockholder. We will not be paying any underwriting discounts or commissions in this offering. We have no agreement with any broker-dealer with respect to these shares, and we are unable to estimate the commissions that may be paid in any given transaction. For a more complete description of the methods of distribution that the selling stockholder may use, see “Plan of Distribution” beginning on page 22.
As of December 31,
2006, Laurus Master Fund, Ltd. (the "Fund") held (i) an Amended and Restated
Secured Convertible Term Note in the aggregate principal amount of $5,942,175,
which is convertible into Shares at a conversion rate of $0.09 per Share,
subject to certain adjustments (the "Term Note"), (ii) warrants to purchase up
to 13,750,000 Shares at an exercise price of $0.10 per Share, subject to certain
adjustments (the "Warrant"), (iii) an option to purchase up to 28,895,179 Shares
at an exercise price of $0.01 per Share, subject to certain adjustments (the
"2005 Option"), (iv) an option to purchase up to 11,145,000 Shares an at
exercise price of $0.01 per Share, subject to certain adjustments (the "2006
Option") and (v) 2,611,111 Shares.
Have a good night > Been long day on the water for me - Ill catch up tomorrow, have fun posters.
lol u r funny > I suggest u go read the filing in detail....
Per most recent filing >
CASH – END OF PERIOD $ 0
In fact WEGI missed payments to Laurus according to the filing >
As of 12/31/2006 Principal payments of long-term debt were in arrears for a total of 117,178
Jan 2007 Laurus made a short term cash laon of 250,000 so WEGI could make payments past due. WEGI has very limited cash - limited = NO CASH..... Laurus is loaning them money to make payments they are behind on.
Per most recent filing >
The diluted loss per share for the three and six months ended December 31, 2006 excludes from the calculation 79,146,452 shares issuable upon the exercise of stock options and warrants and 26,551,395 shares issuable upon the conversion of convertible securities, respectively. These shares are excluded due to their anti-dilutive effect as a result of the Company’s net loss after adjusting for the embedded derivatives income effect during this period.
Dilutive shares used in the per share computation for the thirteen weeks ended December 27, 2005 are limited by the 150,000,000 shares authorized. In order to reflect maximum dilution, the 18,094,640 limitation may be assumed to reduce the number of shares issuable upon exercise of stock options by 13,281,785, and from the conversion of preferred stock by 1,300,000. The effect of the reduction of the remaining 3,512,855 shares to instruments issued to Laurus would be anti-dilutive and is ignored.
The dilutive net income per share computations for the thirteen and twenty-six week periods ended December 27, 2005 each exclude 1,700,000 shares, respectively, related to out-of-the-money stock options because the effect of including them would be anti-dilutive.
Have you or anyone here read the Omnibus agreement between Laurus and WEGI signed in Sept 06?
OMNIBUS AMENDMENT
This Omnibus Amendment, dated September 29, 2006, by and between Windswept
Environmental Group, Inc., a Delaware corporation (the "Company") and Laurus
Master Fund, Ltd., a Cayman Islands company (the "Purchaser") (this Agreement").
PREAMBLE
WHEREAS, Reference is hereby made to each of the (i) Securities Purchase
Agreement, dated June 30, 2005, between the Purchaser and the Company (as
amended, modified or supplemented from time to time, the "Purchase Agreement");
(ii) Secured Convertible Term Note dated June 30, 2005, issued by the Company in
favor of Purchaser, in the aggregate principal amount of $5,000,000.00 (as
amended, modified or supplemented from time to time, the "Note"); (iii) Option
Agreement (as amended, modified or supplemented from time to time, the
"Option"), dated June 30, 2005, between the Purchaser and the Company granting
Purchaser the right to purchase 30,395,179 shares of the Company's common stock,
par value $0.0001 per share (the "Common Stock") at an exercise price of $.0001
per share (iv) Common Stock Purchase Warrant (as amended, modified or
supplemented from time to time, the "Warrant"), dated June 30, 2005, issued by
the Company to Purchaser granting Purchaser the right to purchase 13,750,000
shares of the Common Stock; (v) Master Security Agreement (as amended, modified
or supplemented from time to time, the "Security Agreement"), dated June 30,
2005, by and among the Purchaser, the Company and its wholly owned subsidiaries,
Trade-Winds Environmental Restoration Inc., a New York corporation
("Trade-Winds"), and North Atlantic Laboratories, Inc. a New York corporation
("North Atlantic" and together with Trade-Winds, the "Subsidiaries"); (vi) Funds
Escrow Agreement (the "Escrow Agreement"), dated June 30, 2005, by and among the
Purchaser, the Company and Loeb & Loeb LLP; (vii) Registration Rights Agreement
dated June 30, 2005, by and between the Purchaser and the Company (as amended,
modified or supplemented from time to time, the "Registration Rights
Agreement"); (viii) Stock Pledge Agreement dated June 30, 2005, by and among the
Purchaser, the Company and the Subsidiaries (as amended, modified or
supplemented from time to time, the "Pledge Agreement"); and (ix) the Guaranty
dated June 30, 2005 issued by Michael O'Reilly to the Purchaser (as amended,
modified or supplemented from time to time, the "O'Reilly Guaranty").
WEGI issued 11,500,00 shares @ .001 to Laurus just few months ago? You dont call that dillution?
Good morning posters > I am going to take a good read thru some of the recent WEGI filings in the coming days. I look forward to discussing my findings with the board. I am interested in the 11,500,000 Shares Laurus is holding , the ones WEGI gave them for for .001 per share in 06 - those shares will hit market very soon - restriction about up , correct? Again I think Ill do some reading in the coming days, After the friendly invite from the board it is the least I can do. Thank you and Happy Posting....
Well then lets review "Christmas tree" season for WEGI >
Six-months ended December 31, 2006 and the twenty- six weeks ended December 27, 2005
Revenue
Total revenues for the six months ended December 31, 2006 decreased by $18,371,412, or 80.3%, to $4,507,269 from $22,878,681 for the twenty-six weeks ended December 27, 2005.
WEGI has 11 million in total accounts receiveable > 8 MILLION of that is tied up in these lawsuits, (that restatement is going to be ugly) anyay.... Now you tell me > A company invoices its customers $15 million for services performed over a year and 8 million winds up in lawsuits refusing to pay along with $1.5 million in counter claims from your customers. YOU TELL ME that is a positive???? You want to tout that as postive??? > 50% of WEGI business winds up in lawsuits with customers refusing to pay and to boot they add in few million in counter claims from this same billing..... u say this is positive????
WEGI may very well climb with hurricane traders betting on a bad USA disaster but FACTS are this is one sickly company, revenues down sharply, losses mounting, toxic fiancing in place, lawsuits mounting, you name it, negative facts surround this company, but as stated the hurricane chasers hoping Gulf Coast residents lose homes may very well run it up, My advice is make your money and move on as fast as you can, WEGI is one sickly company and will return to intensive care sooner then later IMO.
Did you notice they needed to take a 250k loan Jan 07 to pay the previous loan payments due....Not good IMO
Few FACTS from latest filing > (Read the filing , this is just few of MANY ailments afflicting this sick puppy)
Total revenues for the three months ended December 31, 2006 decreased by $15,690,884, or 88.6%, to $2,023,458 from $17,714,342 for the thirteen weeks ended December 27, 2005.
Gross profit decreased by $9,642,734, or 101%, to a loss of $119,102, or (6%) of total revenues, for the three months ended December 31, 2006, as compared to a gross profit of $9,523,632, or 53.7% of total revenues, for the thirteen weeks ended December 27, 2005.
We are a plaintiff in approximately 20 lawsuits claiming an aggregate of approximately $8,000,000 pursuant to which we are seeking to collect amounts we believe are owed to us by customers that are included in our accounts receivable, primarily with respect to changed work orders or other modifications to our scope of work. The defendants in these actions have asserted counterclaims for an aggregate of approximately $1,500,000.
Low .015 > 52Wk Low .012 > 3.05m traded > GETTIN UGLY'R
http://ragingbull.quote.com/mboard/boards.cgi?board=GFCI&read=33495
By: trinityz1
28 Mar 2007, 04:05 PM EDT
Msg. 33495 of 33519
Jump to msg. #
(long) GFCI response to RR:
UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK (FOLEY SQUARE)
__________________________________________
ROBINSON REED, INC. AND FFC3 APS, : Case No. 1:07-cv-00584-PAC
:
Plaintiffs, : ECF
vs. :
:
GRIFCO INTERNATIONAL, INC., :
:
Defendant. :
:
__________________________________________:
MEMORANDUM OF DEFENDANT GRIFCO INTERNATNIONAL, INC.
IN SUPPORT OF REMOVAL AND MOTION TO DISMISS AND/OR STRIKE
PLAINTIFFS’ PLEADINGS IN OPPOSITION FOR LACK OF STANDING
I. PROCEDURAL HISTORY
On January 25, 2007, Defendant Grifco International Inc. filed its Notice of
Removal of a civil action from the Supreme Court of the State of New York, County of
New York, pursuant to 28 U.S.C. Section 1331, 1441 and 1446.
A. New York State Action.
On December 15, 2006, Plaintiffs Robinson Reed, Inc. and FFC3 ApS, who are
off-shore hedge funds and financial advisors domiciled in Cyprus and Denmark, filed this
action against Defendant, a non-reporting Pink Sheet company, in the Supreme Court of
the State of New York, County of New York, in the Supreme Court of New York, Index
No. 604288/06, alleging a default on a $1,500,000 loan. With penalties and interest,
2
Plaintiffs claim over $3,366,000 due on the original loan. A true and correct copy of the
New York State Law Complaint was attached to the Notice of Removal as Exhibit A.
B. 10b-5 Demand Letter to Defendant’s California Agent
On or about January 16, 2007, Defendant received a copy of a demand letter
(hereinafter the “Demand Letter”) written on behalf of the Plaintiffs demanding payment
of the same debt principal as alleged in the New York Court State Action against
Defendant’s alleged agent Andy Baum of Avondale Capital Partners, Inc., 256 South
Robertson Blvd., Beverly Hills, CA 90211 (collectively “Baum”). A true and correct
copy of the Demand Letter was attached to the Notice of Removal as Exhibit B.
In the Demand Letter, Plaintiffs allege inter alia that Baum violated
Section 10(b) of the Securities Act and Rule 10b-5 in connection with the $1,500,000
loan to defendant “based upon representations regarding the business operations and
financial condition of Grifco” and that Baum negotiated “specific deal points” concerning
the Grifco Loan. See, Notice of Removal, Exhibit B, Paragraph 1 and numbered subparagraphs
2 and 3.
C. Choice of Federal Court Versus New York State Court
Defendants argues in its Notice of Removal, that removal of the New York State
Court Action has now become necessary because the resolution of the Securities Act
fraud claims invoke federal question jurisdiction pursuant to 28 U.S.C. 1331 as they
relate to actionable securities fraud in the making of the Grifco Loan which contains
“toxic” financing conditions commonly used by off-shore hedge funds with small
undercapitalized companies like Defendant.
3
Defendant argues further in its Notice of Removal that Plaintiffs have voluntarily
interposed Baum as a necessary party in the litigation of the Grifco Loans since the
alleged Securities Act fraud claims include Baum and other agents who helped negotiate
the Grifco Loan. These agents, include but are not limited to, Mads Ulrich (one of the
principals of Plaintiff FFC3 APS) acting through First Fidelity Capital, Inc. and an
affiliated brokerage company based in Lausanne, Switzerland which helped underwrite
the Grifco Loan. See, Notice of Removal, Exhibit C.
D. Notice of Removal Filed 9 Days After Receipt of 10b-5 Demand Letter
On January 25, 2007, Defendant filed its Notice of Removal with this court, 9
days after receiving notice of the 10b-5 Demand Letter to its California agent.
E. Plaintiffs’ Opposition to Remand
Plaintiffs argue that Defendant waived its right to remove to this court since it did
not timely file a notice of removal in the first 30 days and that subsequent notice of the
10b-5 Securities fraud claims against Baum should be disregarded.
F. Defendant’s Motion to Dismiss and/or Strike for Lack of Standing
Defendant has moved to dismiss and/or strike Plaintiffs’ pleadings in opposition
to removal on the grounds that it lacks “standing” under U.S.C.A. Const., Art. 3, Section
2, cl. 1, since it has not suffered an “injury-in-fact” having fatally admitted to syndicating
out the Securities purchase with Defendant to over 60 investors.
4
II. ISSUES
At issue is whether this court should dismiss and/or strike the pleadings in
opposition to removal filed by Plaintiffs Robinson Reed and FFC3 for lack of standing on
the grounds that they do not have a personal stake in the controversy having admitted to
syndicating out the Securities purchase with Defendant Grifco International, Inc. to over
60 plus investors who are indispensable parties. U.S.C.A. Const. Art. 3, Sect. 2, cl. 1
At issue is whether Defendant Grifco International, Inc. should be granted removal
to this court from New York State Court state under the removal statute and/or pursuant
to a binding contractual forum selection provision executed by the parties.
At issue is whether Plaintiffs Robinson Reed and FFC3 intentional concealed of
their intent to pursue 10b-5 fraud claims against a dual agent bars them from arguing that
Defendant Grifco somehow waived removal when the concealment was designed and
calculated to “lull” Defendant Grifco into believing that only state law claims were being
adjudicated.
III. RELEVANT FACTS
A. Grifco
Defendant Grifco International, Inc., is a public company whose share trade on the Pink
Sheet, LLC under the trading symbol “GFCI.PK”. Defendant Grifco is a manufacturer of
tools for the oil and gas industry.
In November 2004, Defendant Grifco (which was then a private company) began
trading on the Pink Sheets after completing a “reverse merger” with a public company
formerly known as Litfibre, Inc. Defendant Grifco is non-reporting issuer with the U.S.
Securities and Exchange Commission.
5
B. Offshore Syndication and Bridge Loan Financing
In the summer of 2005, Defendant Grifco needed bridge loan financing. Defendant
Grifco was introduced to Plaintiffs FFC3 and Robinson Reed through Andy Baum who
was the principal of a Los Angeles, CA consulting firm. At first Plaintiff FFC3 and its
principal Mads Ulrich proposed acting as the syndicator of an offshore Regulation S
offering to provide the bridge financing. As negotiations continued, Plaintiff FFC3 then
introduced Defendant Grifco to Plaintiff Robinson Reed stating that both of them would
provide the bridge loan financing. Throughout this process, Baum assisted the parties in
negotiating a final deal earning himself a finder’s fee of $150,000 from the bridge
financing proceeds.
C. Securities Purchase
On September 1, 2005, Defendant Grifco and Plaintiffs FFC3 and Robinson Reed
entered into a ten year Note and Warrant Purchase Agreement (the “Agreement”). The
Agreement set-forth the terms of a convertible promissory note in an amount up to
$2,000,000 which was convertible into shares of Defendant Grifco. (See, Agreement,
Art. I, Section 1.1(a).
Pursuant to the Agreement, Defendant Grifco was required to issue to Plaintiffs
FFC3 and Robinson Reed, a total of 11,150,000 shares of its common stock as a “pledge”
and to register shares of its common stock with the U.S. Securities and Exchange
Commission.
D. Securities Act of 1933 Exemption from Registration
The parties acknowledge in the Agreement that all of the shares, warrants and
shares upon conversion of the warrants (collectively the “securities”) were being issued
6
in reliance upon the exemption from securities registration afforded by Section 4(2) of
the U.S. Securities Act of 1933, as amended, and the rule and regulations thereunder
including Regulation D and Regulation S. Ibid.
E. Opinion Letter
As a condition of closing, an expert opinion letter (the “Opinion Letter”) was
issued by Levy & Boonshoft, P.C., Attorneys at Law, 477 Madison Avenue, New York,
NY opining on the legality of the issuance of the securities to Plaintiffs under the
Agreement.
In haec verba, the Opinion Letter stated:
“Assuming that all of the Purchasers’ representations and warranties in the
Purchase Agreement are complete and accurate, the offer, issuance and sale of the Notes
and the Warrants and the offer, issuance and sale of the Common Stock issuable upon
conversion of the Notes and the exercise of the Warrants are exempt from the registration
requirements of the Securities Act of 1993, as amended.” See, Legal Opinion Letter,
Paragraph 7, page 3, Exhibit 1.
E. Plaintiffs’ Representations and Warranties
The representations and warranties of Plaintiffs FFC3 and Robinson Reed (this is
the “Purchasers”) in the Agreement referred to in the Legal Opinion, are set forth in haec
verba as follows:
* * * * *
Section 2.2 Representations and Warranties of the Purchasers. Each of the
Purchasers hereby represents and warrants to the Company with respect solely to itself and not
with respect to any other Purchaser as follows as of the date hereof and as of each Closing Date:
(a) Organization and Standing of the Purchasers. Ifthe Purchaser is an entity,
such Purchaser is a corporation, limited liability company or partnership duly incorporated or
7
organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation or organization.
(b) Authorization and Power. Each Purchaser has the requisite power and
authority to enter into and perform the Transaction Documents and to purchase the Securities
being sold to it hereunder. The execution, delivery and performance of the Transaction
Documents by each Purchaser and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary corporate or partnership action, and no further
consent or authorization of such Purchaser or its Board of Directors, stockholders, or partners, as
the case may be, is required. When executed and delivered by the Purchasers, the other
Transaction Documents shall constitute valid and binding obligations of each Purchaser
enforceable against such Purchaser in accordance with their terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,
conservatorship, receivership or similar laws relating to, or affecting generally the enforcement
of, creditor's rights and remedies or by other equitable principles of general application.
(c) No Conflict. The execution, delivery and performance of the Transaction
Documents by the Purchaser and the consummation by the Purchaser of the transactions
contemplated thereby and hereby do not and will not (i) violate any provision of the Purchaser's
charter or organizational documents, (ii) conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of
trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the
Purchaser is a party or by which the Purchaser's respective properties or assets are bound, or (iii)
result in a violation of any federal, state, local or foreign statute, rule, regulation, order,
judgment or decree (including federal and state securities laws and regulations) applicable to the
Purchaser or by which any property or asset of the Purchaser are bound or affected, except, in all
cases, other than violations pursuant to clauses (i) or (iii) (with respect to federal and state
securities laws) above, except, for such conflicts, defaults, terminations, amendments,
acceleration, cancellations and violations as would not, individually or in the aggregate,
materially and adversely affect the Purchaser's ability to perform its obligations under the
Transaction Documents.
(d) Acquisition for Investment. Each Purchaser is purchasing the Securities
solely for its own account and not with a view to or for sale in connection with distribution. Each
Purchaser does not have a present intention to sell any of the Securities, nor a present
arrangement (whether or not legally binding) or intention to effect any distribution of any of the
Securities to or through any person or entity; provided, however, that by making the
representations herein, such Purchaser does not agree to hold the Securities for any minimum or
other specific term and reserves the right to dispose of the Securities at any time in accordance
with Federal and state securities laws applicable to such disposition. Each Purchaser
acknowledges that it (i) has such knowledge and experience in financial and business matters
such that Purchaser is capable of evaluating the merits and risks of Purchaser's investment in the
Company, (ii) is able to bear the financial risks associated with an investment in the Securities
and (iii) has been given full access to such records of the Company and the Subsidiaries and to
the officers of the Company and the Subsidiaries as it has deemed necessary or appropriate to
conduct its due diligence investigation.
8
(e) Rule 144. Each Purchaser understands that' the Securities must be held
indefinitely unless such Securities are registered under the Securities Act or an exemption from
registration is available. Each Purchaser acknowledges that such person is familiar with Rule
144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the
Securities Act ("Rule 144"), and that such Purchaser has been advised that Rule 144 permits
resales only under certain circumstances. Each Purchaser understands that to the extent that Rule
144 is not available, such Purchaser will be unable to sell any Securities without either
registration under the Securities Act or the existence of another exemption from such registration
requirement.
(f) General. Each Purchaser understands that the Securities are being offered
and sold in reliance on a transactional exemption from the registration requirements of federal
and state securities laws and the Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and understandings of such Purchaser
set forth herein in order to determine the applicability of such exemptions and the suitability of
such Purchaser to acquire the Securities. Each Purchaser understands that no United States
federal or state agency or any government or governmental agency has passed upon or made any
recommendation or endorsement of the Securities. Commencing on the date that the Purchasers
were initially contacted regarding an investment in the Securities, none of the Purchasers has
engaged in any short sale of the Common Stock and will not engage in any short sale of the
Common Stock prior to the consummation of the transactions contemplated by this Agreement.
(g) No General Solicitation. Each Purchaser acknowledges that the Securities
were not offered to such Purchaser by means of any form of general or public solicitation or
general advertising, or publicly disseminated advertisements or sales literature, including (i) any
advertisement, article, notice or other communication published in any newspaper, magazine, or
similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which such
Purchaser was invited by any of the foregoing means of communications. Each Purchaser, in
making the decision to purchase the Securities, has relied upon independent investigation made
by it and has not relied on any information or representations made by third parties.
(h) Accredited Investor. Each Purchaser is an "accredited investor" (as
defined in Rule 501 of Regulation D), and such Purchaser has such experience in business and
financial matters that it is capable of evaluating the merits and risks of an investment in the
Securities. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such Purchaser is
not a broker-dealer. Each Purchaser acknowledges that an investment in the Securities is
speculative and involves a high degree of risk.
(i) Certain Fees. Except as disclosed on Schedule 2.2(i) attached hereto, the
Purchasers have not employed any broker or finder or incurred any liability for any brokerage or
investment banking fees, commissions, finders' structuring fees, financial advisory fees or other
similar fees in connection with the Transaction Documents.
G) Independent Investment. No Purchaser has agreed to act with any other
Purchaser for the purpose of acquiring, holding, voting or disposing of the Securities purchased
hereunder for purposes of Section 13(d) under the Exchange Act, and each Purchaser is acting
independently with respect to its investment in the Securities.
9
(k) Residency. The Purchaser is a resident of the jurisdiction set forth
immediately below such Purchaser's name on the signature pages hereto.
(1) Foreign Buyer. The Purchaser is not a "U.S. person" as defined under
Rule 902(0) of Regulation S under the Securities Act. The Purchaser is not acquiring the
Securities for the account or benefit of any U.S. person.
(m) Offshore Transaction. The document effecting this purchase and sale has
been executed by the Purchaser outside the "United States" (as defined in Rule 902(P) of
Regulation S). The Purchaser is acquiring the Securities in an "offshore transaction" (as defined
in Rule 902(i) of Regulation S). The Securities were not offered to the Purchaser in the United
States and at the time of execution of this Agreement and the time of any offer to the Purchaser
to purchase the Securities hereunder, the Purchaser was physically outside of the United States.
* * * * *
See, Exhibit 2, Note and Warrant Purchase Agreement dated September 1, 2005, Section
2.2 passim, pages 12-15.
III. ARGUMENT
A. Lack of Standing
“Standing” under Art. 3, Section 2, cl. 1 of the U.S. Constitution is a threshold
jurisdictional issue that must be addressed before deciding a case on the merits. Friends
of Gateway v. Slater, 257 F.3d 74 (2nd Cir. 2001) cert den. 534 U.S. 1128. To have
“standing” a party must have suffered an “injury-in-fact” and standing cannot be inferred,
but must affirmatively appear in the record. ; Gully v. National Credit Union Admin. Bd.,
341 F. 3d 155 (2nd Cir. 2003). The party invoking federal jurisdiction bears the burden of
establishing the elements of standing. Ibid.
Plaintiffs Robinson Reed and FFC3 have admitted to Jim Dial, President and CEO
of Defendant Grifco that they have syndicated the Securities purchase in Defendant
Grifco to over 60 persons. See, Declaration of Jim Dial. At one time, Plaintiffs
Robinson Reed and FFC3 demanded that Defendant Grifco immediately send them
10
$500,000 so they could placate the demands of these 60 persons some of whom were
presented by attorneys. See, Declaration of Jim Dial.
Plaintiffs Robinson Reed and FFC3 lack standing because they have not suffered an
injury-in-fact. U.S.C.A. Const. Art. 3, Section 2, Cl. Plaintiffs Robinson Reed and FFC3
have failed to join the 60 persons to whom they syndicated the securities purchase in
Defendant Grifco and these persons are indispensable parties because they are the ones
who have suffered an injury-in-fact.
This court should not proceed without the joinder of these indispensable parties so
as not to impair their rights and to further the public interest in rendering a complete,
consistent and efficient settlement of the controversies. Fed. Rules Civil. Proc., Rule
19(b), 28 U.S.C.A. See, Ente Nazionale Idrocarburi v. Prudential Securities Group, Inc.,
744 F. Supp. 450 (SDNY 1990); Friends of Gateway v. Slater, 257 F.3d 74 (2nd Cir.
2001) cert den. 534 U.S. 1128; Gully v. National Credit Union Admin. Bd., 341 F. 3d
155 (2nd Cir. 2003); and New York Public Interest Research Group v. Whitman, 321 F.
3d 316 (2nd Cir. 2003). Further, the court must address any jurisdictional standing
question first before deciding the merits of Plaintiffs Robinson Reed and FFC3
opposition to the removal from New York state court. See, Friends of Gateway v. Slater,
supra.
B. Contractual Right to Enforce Forum Selection and Removal
Although the Agreement contains a New York choice of law provision (see
Agreement, Art. VII, Section 7.9), it is the Note that contains a consent to the “exclusive
jurisdiction of the United States District Court sitting in the Southern District of New
York and the courts of the State of New York located in New York county for the
11
purpose of any suit, action or proceeding arising out of or relating to this Note”. (See,
Note, Art. IV, Section 4.4)
The parties entered into an express contractual forum selection provision. Under
New York law, specific performance of a contractual provision is a species of equitable
relief. Restatement (Second) of Contracts Section 359. This contractual right is
independent of removal.
The right to remove actions from state to federal court is governed by Section 1441
of Title 28 of the U.S. Code, the general removal statute. The statute permits removal
only when the federal court would have had original jurisdiction of the action had the
plaintiff brought it in federal rather than state court. Thus, cases raising federal questions
and cases involving diversity of citizenship may be removed to federal court.
If the initial complaint doesn’t meet this litmus test, the case may still be removed if
an amended pleading or other filing subsequently provides grounds for removal. For
example, if a plaintiff sues a defendant for common law fraud in state court, but in a later
amended complaint adds a claim under federal securities law, the defendant then has
another 30 days in which to file a notice of removal.
Here, Defendant filed its Notice of Removal on January 25, 2007, only 9 days after
receiving notice of the Demand Letter on January 17, 2007 (the same day it was written).
There is no nice way of saying it, but Plaintiffs’ and its counsel actively concealed their
intent to sue Defendants’ agent in California for 10b-5 securities fraud when they filed
the New York State court action.
Whether this conduct falls under Rule 11, general principles of fraudulent
concealment, or just plain notions of fairness, Plaintiffs should be estopped from taking
12
advantage of this fraud. No citation is necessary for the general principle that how to
deal with such matters is left to the sound discretion of this court.
Alternatively, the court may grant removal of the 10b-5 securities fraud claims and
remand all matters in which State law predominates.
C. 10b-5 Claims
Section 10(b) of the Securities Exchange Act makes it “unlawful for any
person…to use or employ, in connection with the purchase or sale of any security…any
manipulative or deceptive device or contrivance in contravention of such rules and
regulations as the U.S. Securities Exchange Commission may prescribe. 15 U.S.C.A.
Section 78j. The Supreme Court has explained that the phrase “in connection with” in
Section 10(b) should be “construed ‘not technically and restrictively, but flexibly to
effectuate [the statute’s] remedial purpose. SEC v. Zandford, 535 U.S. 813, 819 (2002)
quoting Affiliated Ute Citizens v. Untied States, 406 U.S. 128 (1972).
The Supreme Court has held that there are six elements that a plaintiff must allege
and prove in order to prevail in a Rule 10b-5 action:
1. The defendant made a "material misrepresentation or omission";
2. the defendant acted with "scienter," or a "wrongful state of mind" (typically understood
to mean that the defendant intended to make the material misrepresentation or omission,
or acted with recklessness in making the misrepresentation or omission);
3. the material misrepresentation or omission was made "in connection with the
purchase or sale of a security";
4. the plaintiff who was allegedly victimized by the fraud relied upon the material
misrepresentation or omission;
13
5. the plaintiff suffered an economic loss as a result of the alleged fraud; and
6. the plaintiff can allege and prove "loss causation," which means that the
allegedly fraudulent misrepresentation or omission caused the plaintiff's economic loss.
See, Dura Pharmaceuticals, Inc. v. Broudo, 544 U.S. 336 (2005).
At the case at hand, Plaintiffs Robinson Reed and FFC3 committed 10b-5 fraud
when they purchased Securities from Defendant Grifco all the time falsely representing
and warranting that as “Purchasers” they were acquiring the Securities for their own
account without a view towards distribution” knowing that this representation was both
false and material to the issuance of the Securities to them based on an exemption from
registration under Section 4(2) of the Act and Regulation D and S promulgated
thereunder.
It should be noted that the 2nd Circuit has made it clear that the pledge of
securities (e.g. the pledge of 11,150,000 shares of the common stock of Defendant Grifco
to Plaintiffs Robinson Reed and FFC3) constitute a purchase or sale of securities under
10(b). See, Chemical Bank v. Arthur Andersen & Co., 726 F. 2d 930, 939 (2d Cir. 1984)
and Mallis V. Federal Deposit Insurance Corp., 568 F. 2d 824, 830 (2d Cir. 1977).
This 10b-5 fraud entitles Defendant Grifco to demand rescission of the Securities
purchase Agreement with Plaintiffs Robinson Reed and FFC3 the salutary effect of which
is to render “null and void” the toxic penalties and interest provisions in the Agreement
which total over $2,000,000 on a $1,200,000 investment. See, Declaration of Jim Dial.
D. Necessity for Special Master or Equity Receiver
Through their own admissions, we know that Plaintiffs syndicated the Securities to
over 60 investors. Payment of monies due these 60 investors from the Defendant should
14
not be left up to chance. One could not reasonably trust Plaintiffs to perform this
fiduciary function after misleading the court into thinking that they were the real parties
in interest.
The appointment of an equity receiver or special master rests in the sound
discretion of the court and a remedy often granted to the SEC in enforcement
proceedings. With the appointment of an equity receiver or special master in place,
Defendant Grifco can pay into the registry of the court the monies due the 60 investors.
Each of these investors of course should submit proof of claims and comply with U.S
Patriot Act’s anti-money laundering and terrorist financing provisions.
IV. CONCLUSION
Defendant submits that Plaintiffs’ lack of constitutional standing is fatal.
Accordingly, Plaintiffs’ pleadings in opposition to removal should be dismissed and/or
stricken. Plaintiffs then have the “Hobson Choice” to bring in the 60 plus investors to
whom they syndicated the Securities as party plaintiffs since they are the real parties in
interest. The 10b-5 securities fraud claims should be removed to federal court whereupon
disposition all other matters wherein New York state law predominates may be remanded
to the extent necessary.
Respectfully submitted,
ALAN C. LIPPEL, ESQ.
By:__________________________
Alan C. Lippel, Esq.
Attorney for Defendant
15
Attorney for Defendant
Alan C. Lippel, Esq.
79 Main Street
Hackensack, NJ 07601
201-487-6969 (tel)
212-233-1230 (tel) and 212-619-6743 (fax)
Of Counsel:
Herman Wun, Esq.
26 Broadway, 25th Floor
New York, NY 10004
212-509-8809 (Tel)
212-809-6422 (Fax)
TO: CLERK OF THE COURT
UNITED STATES DISTRICT
COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK
500 Pearl Street
New York, NY 10007
Attorney for Plaintiffs
Eric O’Connor, Esq.
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza, Suite 2400
New York, NY 10112
212-332-3800 (Tel)
212-332-3888 (Fax)
GFCI -- Grifco International, Inc.
Com ($0.0001)
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