@TripZeroPlayerz
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yea D last average of 20 days i think and sometimes no trading straight through until all brokers get there chit straight
case of the blind leading the blind sadly..
Oh man I was gone last half of day just got home seen PMs very a bunch telling me to grab this...
Lol clutter in the portfolio can definitely get to be like vexatious weeds
they've given us fixed dates at least...always favorable for a short-term run (if there's to be one) IMO & IME
if so.. No Brainer - Low OS / Low Float Play here IMO!
same here and i've just been amazed at the ease of the switch (compared to others)...seems to have continued trading almost straight through, continuous updates & communication and they're clearly focused on their current business venture / model..
Go EMBR!
Embarr Downs Corporate Update
Los Angeles, California, Oct. 9, 2013 (GLOBE NEWSWIRE) -- Embarr Downs, Inc. (OTC: EMBR) announced today that the Company received confirmation from FINRA that all the necessary documentation has been received to announce the dividend of the Series B Preferred Stock and for the reverse split.
FINRA confirmed the following details of the Company's dividend of the Series B Preferred Stock:
•Dividend; 1 Restricted share of Series B Preferred for every 2,500 shares held. Fractions rounded up.
•Record Date: 10/9/2013
•Payment Date: 10/10/2013
•Daily List Announcement Date: 10/7/2013
FINRA confirmed the following details of the Company's reverse split:
•1-50,000 Reverse Split
•Pre-Split TSO: 3,914,193,692
•Post-Split TSO: 78,284
•New CUSIP: 29079F200
•Daily List Announcement Date: 10/15/2013
•Market Effective Date: 10/16/2013
The Company has received a number of new questions regarding the reverse split of the stock. The reverse will be effective October 16, 2013. The Company's Form 10 will become effective on November 17, 2013 at which point the Company will become a fully reporting company. The Company expects that its thoroughbreds will begin racing in December 2013and will provide additional information once the Form 10 becomes effective.
About Embarr Downs
Embarr Downs is engaged in the buying, selling and racing of thoroughbreds. The Company's focus is acquiring thoroughbreds that can race in the allowance and stakes level of thoroughbred racing; however, the Company initially is focusing on acquiring thoroughbreds in the claiming level of thoroughbred racing.
Owning a racehorse can be one of the most exciting experiences of a person's life. Embarr Downs offers the thrills and gratification of the Sport of Kings to the Company's shareholders without them having to purchase and maintain a thoroughbred on their own. With Embarr Downs managing the acquisition and the day-to-day operations of and care for the company's thoroughbreds, the shareholders only need to collectively cheer our horses on to victory. In the coming week the Company will provide additional information on its thoroughbred operations.
About Embarr Downs. The Company is engaged in the buying, selling and racing of thoroughbreds. The Company's focus is acquiring thoroughbreds that can race in the allowance and stakes level of thoroughbred racing; however, the Company will initially begin acquiring thoroughbreds in the claiming level of thoroughbred racing. More information can be found at www.gihi.info.
Notice Regarding Forward-Looking Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Actual results could differ from those projected in any forward-looking statements due to numerous factors. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual and interim reports at www.embarrdowns.com.
Contacts:
Embarr Downs, Inc.
Joseph Wade
(949) 461-1471
http://www.embarrdowns.com/
you too, have a good one bro..
WoW!! ya don't have to tell me twice! Lol ;0)
..hear ya!! yep, you sure always seem to know how to light-up a broad - all the best!
Ha, no wonder you like pennies - GLTA bro..! :)
i see.. Go EMBR! Go Estrella!! & Go Flex!!! Lol
Awesome...hopefully the margins are decent! lol
(for Embarr Downs, Inc. - EMBR that is..)
Wow - No Way!! Good to see you Flex! ;0)
..should have known, soon as i saw Estrella HHe He
Kool! ;0)
Lol
EMBR - Nice PinkPennies!
;0)
EMBR - Vol.
EMBR - Embarr Downs, Inc. - announced shareholders will receive one (1) restricted share of the Issuers Series B Convertible Preferred stock for every 2,500 shares of Common stock held with a record date of 10/9/2013. The pay date for this dividend is 10/10/2013.
http://www.otcmarkets.com/stock/EMBR/news/EMBR---announced-a-restricted-share-distribution-of-the-Issuers-Series-B-Convertible-Preferred-with-a-record-date-of-10-9-2013--EMBR-will-not-be-quoted-ex-dividend?id=69543&b=y
EMBR - Vol.
EMBR - Embarr Downs, Inc. - announced shareholders will receive one (1) restricted share of the Issuers Series B Convertible Preferred stock for every 2,500 shares of Common stock held with a record date of 10/9/2013. The pay date for this dividend is 10/10/2013.
http://www.otcmarkets.com/stock/EMBR/news/EMBR---announced-a-restricted-share-distribution-of-the-Issuers-Series-B-Convertible-Preferred-with-a-record-date-of-10-9-2013--EMBR-will-not-be-quoted-ex-dividend?id=69543&b=y
Small Business Development Group, Inc.
October 7, 2013
The following OTC disclosure requirement is a description of events that may be material
to the issuer and its securities and that shall be made publicly available by the issuer.
Persons with knowledge of such events would be considered to be in possession of
material nonpublic information and may not buy or sell the issuer’s securities until or
unless such information is made public.
Completion of Acquisition or Disposition of Assets,
Including but not Limited to Mergers.
Requirement: If the issuer or any of its majority-owned subsidiaries has
completed the acquisition or disposition of a significant amount of assets,
otherwise than in the ordinary course of business, the issuer shall disclose the
event.
On September 30, 2013, Small Business Development Group, Inc. (SBD Group)
finished negotiations by signing an agreement for our first acquisition. This is a
30-year-old company that meets all our requirements of a company with strong
business fundamentals. As stated in our strategic plan, adding to the company’s
portfolio is an important aspect of our overall approach of ‘Engineering a Public
Company’. This step is to focus on the company’s income statement by
increasing sales through acquisitions, providing financial services, and assisting
other companies wanting to replicate our process.
This company is on pace to surpass $15 million in 2013 revenues, thereby
achieving a four-year revenue CAGR of 15% with a corresponding net income
CAGR of 48%. Moreover, it is positioned to serve as an acquisition platform
within its industry niche. The company is a distributor of consumable industrial
supplies under license agreements with several Fortune 100 companies whose
relationships have been in place for many years.
Terms of the transaction are as follows:
Exchange Price and Payment
The exchange price (the "Exchange Price") to be paid by Buyer to Seller upon
receipt from Seller of the instruments effecting the conveyance to be transferred
hereunder and completion by Seller of all other acts or obligations to be carried
out by Seller under this Agreement as of the Closing Date, as hereinafter defined,
and subject to the conditions set forth herein, is $5,000,000 (Five Million Dollars)
of Buyer’s Series-B Preferred plus, 250,000 (Two-Hundred Fifty-Thousand)
shares of common shares stock for 80% (64 shares) of Seller’s company shall be as
follows:
a) At signing, the Buyer will place into escrow:
i. $5,000,000 (five million dollars) of Series-B Preferred Stock, and
ii. 250,000 common shares to Seller.
b) Buyer, upon signing (closing) of this agreement, will complete with
urgency and soon as is practicable, the registration of a Regulation-A or
like offering. From those proceeds, SBD Group will commit, and include
instructions in the escrow documents, to reserve $2,500,000 of the
proceeds at closing:
i. $1,000,000 will be paid directly to Seller should Seller agree to a
voluntary buyback of the proportionate number of Series-B
Preferred Stock.
ii. $1,500,000 million will be used to settle Seller’s senior bank debt
should Buyer not otherwise reassign or replace with substantively
equivalent terms, the Seller’s debt, and should Seller agree to a
voluntary buyback of the proportionate number of Series-B
Preferred Stock. Should the Seller’s existing debt balance as of
this date be less than $1,500,000 any residual amount between the
debt payoff and $1,500,000 will be paid to Seller along with, and
in addition to any amount otherwise due. Should the Seller’s
existing debt balance as of this date be greater than $1,500,000,
Seller must reduce the debt to $1,500,000.
iii. Additionally, the Buyer’s 250,000 common shares held in escrow
will be released to the Seller.
iv. Should Seller decline in writing to aforementioned preferred
stock buyback, the escrow agent will release the $2,500,000 to
Buyer for general corporate uses.
c) Buyer, without obligation but pursuant to its stated business plan, will
offer to make a second buyback of the Series-B Preferred Stock in the
amount of $1,500,000 on or before December 31, 2014. Alternatively,
Seller may elect to convert the Series-B Preferred Stock into Buyer’s
common stock at 85% of market share price, but in no event below $7.50
per share.
d) Buyer, without obligation but pursuant to its stated business plan, will
offer to make a third buyback of the Series-B Preferred Stock in the
amount of $1,000,000 on or before December 31, 2015. Alternatively,
Seller may elect to convert the Series-B Preferred Stock into Buyer’s
common stock at 85% of market share price, but in no event below
$10.00 per share.
e) Buyer will hold an option to acquire the remaining 20% equity of Seller
at the then current market value, but in no event to be less than $1.0
million.
Procedure for Termination Under Default of Exchange Price and Payment.
Notwithstanding the general provisions, and in the event of a default by either
party after the cure period, the following is the agreed as procedure for termination
for obligations and expectations:
a) Regulation-A or like offering not closed.
i) In the event the offering cannot be closed by March 31, 2014, or if the
Buyer declines to voluntarily offer a buyback of preferred stock as
described, and while the terms of this Agreement are not contingent on
these or any other events, the Seller, compromising the economic
hardship of default arbitration, may refute the general business plan,
surrender the 250,000 (Two-Hundred Fifty-Thousand) of Buyer’s
common shares, and $5,000,000 (Five Million Dollars) of Buyer’s
Series-B Preferred stock and any other escrowed items.
ii) Correspondingly, Buyer will return 64 shares to Seller.
b) If on December 31, 2014 Buyer does not elect to voluntarily offer a second
buyback pursuant to its business plan, and if Seller does not elect to
alternatively convert preferred stock in to common stock as described; the
Seller may compromise the economic hardship of default arbitration:
i) The $1,000,000 (One Million) payment made to Seller, if such buyback
election was made by Seller, when the Regulation-A was placed will be
retained by Seller as compensation for the default of expectation of the
general business plan.
(i) The $1,500,000 (One-Million Five-Hundred Thousand) line of
credit provided, or likewise if cash was provided to retire the
existing Seller debt, when the Regulation-A was placed, the new
line of credit will be replaced by the Seller and the capital will
be returned within 120 (One Hundred Twenty) days.
(ii) Seller will return the 250,000 (Two-Hundred Fifty-Thousand) of
Buyers common stock.
(iii) Buyer to return 64 shares of Seller.
b) If on December 31, 2015 Buyer does not elect to voluntarily offer a
third buyback pursuant to its business plan, and if Seller does not
elect to alternatively convert preferred stock in to common stock as
described; the Seller may compromise the economic hardship of
default arbitration:
(i) Seller will grant Buyer two (2) extensions of six (6) months each
with the Buyer having paid $10,000 penalty for each extension.
After the second extension, the Seller will convert the Series-B
Preferred shares at market without a minimum share value and
require sufficient additional common stock to compensate any
deficiency.
http://www.otcmarkets.com/financialReportViewer?symbol=SBDG&id=111736
Lol ajd
Awesome..
oh, you reminded me Cm..
Others were shareholders who, at year end, had acquired 10,400,000,000 shares for the conversion of debt less than $11,000.
the Only way he gets this figure is by multiplying by .0001 if not less (market makers can trade to the 5th decimal) and not by $5.00 - tremendously minimizing to current shareholders..
Or maybe he means $11,000 as 'debt', the shares that VRNI was Not able to dump @.0001 from the AS Pre-RS
..really doesn't matter, it all seems like a big kick in the head at this point lol
Walking the Talk
SBDG is our laboratory. We are now implementing 'in practice' the strategy 'we have been preaching'. And it is working!
SBDG is a work in progress, but we are very pleased with its evolution thus far. You will find it interesting and instructive to follow our progress as we prove out our model and execute on the Strategic Plan.
Roy Salisbury - Thursday, October 03, 2013
Many of you who have been following my blog have probably noticed that I have not posted many new articles lately. This is primarily due to the fact that my associates and I have been spending nearly every waking hour implementing our strategy for Engineering a Public Company in the real world! To be specific, we have successfully cleaned up and are in the process of re-engineering a small pink sheet company, now named Small Business Development Group, Inc., trading on the OTC Markets as SBDG.
In my previous post entitled Engineering of a Public Company II, I gave some background relating to the manner in which I am proving out my opinions, strategies and methodologies. Previously, I have written about the myths associated with being a publically-traded company, and I have discussed the factors and considerations that a company should weigh before choosing this path. I have also written about the pitfalls of ‘pump and dump’ schemes and the mirage of trying to sustain a company on cheap stock without paying attention to fundamentals.
SBDG is our laboratory. We are now implementing in practice the strategy we have been preaching. And it is working!
Fifteen weeks ago, my partners and I entered into an agreement to restructure a public company called Virogen, Inc. Virogen was at the end of its life cycle and was going to shut down in its entirety. This company, like many public companies of the time, floundered for years with little direction and no long-term planning. Like many companies, this firm could not raise capital in any conventional way and spent much of its time trying to promote itself to raise money through the sale of cheap stock. Rarely does this type of effort ever produce real and lasting results, and it did not in this case.
We embarked on an effort to divest the company of unprofitable and unsustainable activities. We completed a reverse split to restore market credibility and completed the necessary filings and registrations with the State of Texas. FINRA has approved our restructuring and has granted the change of name to Small Business Development Group, Inc., trading as SBDG. We have also received DTC clearance for electronic trading of SBDG shares.
SBDG has now completed its restructuring and has adopted a Strategic Plan that lays out our vision for moving ahead for the short, medium and long term. You can find this document on OTC Markets under Videos and Presentations http://www.otcmarkets.com/stock/SBDG/quote.
SBDG is a work in progress, but we are very pleased with its evolution thus far. You will find it interesting and instructive to follow our progress as we prove out our model and execute on the Strategic Plan.
http://www.rysalisbury.com/_blog/Roy_Y_Salisbury
we should post this EVERYDAY Lol
Most Recent Post - RYS & Co Walking the Talk
Roy Salisbury - Saturday, October 05, 2013
As we continue to deploy our Engineering of a Public Company, Small Business Development Group, Inc (symbol SBDG) is our prototype company that we rescued from certain failure. The Company had in excess of 500 shareholders when we started the restructuring process. Our analysis of the shareholders list indicated that 350 shareholders had less than 10 shares. Others were shareholders who, at year end, had acquired 10,400,000,000 shares for the conversion of debt less than $11,000.
There is also a smaller group of investors who, if you follow message boards, are very unhappy with the newly-reorganized company and its new management. It is important that they, and others, understand that no company can be successful in the long term without sound fundamentals. To believe otherwise demonstrates a basic lack of understanding of the principles that drive economic growth in our free market system. As I have often written, we are opposed to artificially pushing stock volume through the issuance of press releases, only to unethically profit from false promises and hype. We will not engage in ‘pump and dump’ schemes. Nor will we continue to promote business activities that we do not believe will be profitable or have the growth potential that would benefit our stockholders. I realize that it will take time for the company to move beyond its past and prove itself in the market, and we have anticipated that. When I and my partners took on SBDG (formerly Virogen), we understood that there are phases to the process. We realized that many stockholders and observers will pass through three phases of understanding and acceptance of our strategy and intent. These phases are:
1. I have heard that before: “This is the restructuring and planning phase that redirects and clean up the company. But you will see that they are just like all the others.“ (This phase lasts 30 to 60 days.);
2. I told you they’d screw this up: “How brazen and foolish the company is, and how stupid the management is, to plan a defensible capital structure and not issue a vast quantity of shares. Just put out the news and dazzle the investors!” (This phase lasts 61 to 120 days.); and finally,
3. Wait a minute! “This Company is actually doing what they said they would do. New and creditable investors are following the Company. I wish I had stayed in.” (This is now an ongoing process.)
The timeline will vary but the three phases are clearly spot-on and we are now in phase 2.
In this prototyping process, we have committed the company (SBDG) to a very specific plan that is designed to build on fundamentals with a supportable and defensible market capitalization structure build around proper valuation matrices. Our approach uses preferred shares that act like an alternative currency without the volatility of a common stock. The preferred does not create convertible overhangs (weighted numbers of shares) that skew the valuation of the common shares. Management and I are taking the long view of this transaction, and fully expect that our stakeholders, present and future, will benefit from hard work and strategies that are focused and steeped in proven methods that get measured results.
I am confident and hopeful that, as we progress, we will attract investors who are looking for true and reasonable growth in their investment and who have an intermediate to long-term perspective in their investing strategies.
'..plan a defensible capital structure and not issue a vast quantity of shares.'
Lol - we'll see about this Mr. Roy
Most Recent Post - RYS & Co Walking the Talk
Roy Salisbury - Saturday, October 05, 2013
As we continue to deploy our Engineering of a Public Company, Small Business Development Group, Inc (symbol SBDG) is our prototype company that we rescued from certain failure. The Company had in excess of 500 shareholders when we started the restructuring process. Our analysis of the shareholders list indicated that 350 shareholders had less than 10 shares. Others were shareholders who, at year end, had acquired 10,400,000,000 shares for the conversion of debt less than $11,000.
There is also a smaller group of investors who, if you follow message boards, are very unhappy with the newly-reorganized company and its new management. It is important that they, and others, understand that no company can be successful in the long term without sound fundamentals. To believe otherwise demonstrates a basic lack of understanding of the principles that drive economic growth in our free market system. As I have often written, we are opposed to artificially pushing stock volume through the issuance of press releases, only to unethically profit from false promises and hype. We will not engage in ‘pump and dump’ schemes. Nor will we continue to promote business activities that we do not believe will be profitable or have the growth potential that would benefit our stockholders. I realize that it will take time for the company to move beyond its past and prove itself in the market, and we have anticipated that. When I and my partners took on SBDG (formerly Virogen), we understood that there are phases to the process. We realized that many stockholders and observers will pass through three phases of understanding and acceptance of our strategy and intent. These phases are:
1. I have heard that before: “This is the restructuring and planning phase that redirects and clean up the company. But you will see that they are just like all the others.“ (This phase lasts 30 to 60 days.);
2. I told you they’d screw this up: “How brazen and foolish the company is, and how stupid the management is, to plan a defensible capital structure and not issue a vast quantity of shares. Just put out the news and dazzle the investors!” (This phase lasts 61 to 120 days.); and finally,
3. Wait a minute! “This Company is actually doing what they said they would do. New and creditable investors are following the Company. I wish I had stayed in.” (This is now an ongoing process.)
The timeline will vary but the three phases are clearly spot-on and we are now in phase 2.
In this prototyping process, we have committed the company (SBDG) to a very specific plan that is designed to build on fundamentals with a supportable and defensible market capitalization structure build around proper valuation matrices. Our approach uses preferred shares that act like an alternative currency without the volatility of a common stock. The preferred does not create convertible overhangs (weighted numbers of shares) that skew the valuation of the common shares. Management and I are taking the long view of this transaction, and fully expect that our stakeholders, present and future, will benefit from hard work and strategies that are focused and steeped in proven methods that get measured results.
I am confident and hopeful that, as we progress, we will attract investors who are looking for true and reasonable growth in their investment and who have an intermediate to long-term perspective in their investing strategies.
http://www.sbdgp.com/
Agree halbaag
what i mean by that is, we know of No Revenue - Roy or whoever is 'acquiring' anything with..
just like the $400,000 Database Purchase, they we're his leads to begin with - Hilarious
i would love to stand corrected here...please Lol
obvious shuffling of paper work..
Market too smart to bite
NEWS Today?! Wow, and no one even noticed..
First Acquisition Agreement Signed
Oct 03, 2013
OTC Disclosure & News Service
Saint Cloud, FL -
Small Business Development Group, Inc. (OTC: SBDG)
First Acquisition Agreement Signed
October 3, 2013
Chief Executive Officer, Roy Salisbury said today, "We are pleased to announce that we have finished negotiations by signing an agreement for our first acquisition. This is a 30-year-old company that meets all our requirements of a company with strong business fundamentals. As stated in our strategic plan, adding to the company's portfolio is an important aspect of our overall approach of 'Engineering a Public Company'. This step is to focus on the company's income statement by increasing sales through acquisitions, providing financial services, and assisting other companies wanting to replicate our process."
"This company is on pace to surpass $15 million in 2013 revenues achieving a four-year revenue CAGR of 15% with a corresponding net income CAGR of 48%. Moreover, it is positioned to serve as an acquisition platform within its consolidating industry niche." The company is a distributor of consumable industrial supplies under license agreements with several Fortune 100 companies whose relationships have been in place for many years.
Small Business Development Group, Inc. is a holding company acquiring companies for its own portfolio, and is a strategic business solutions firm providing services to companies requiring cutting-edge financial advice in the area of corporate growth and exit strategies.
30
Forward-Looking Statements:
This press release contains statements, which may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of Small Business Development Group,Inc. and members of its management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions the occurrence of unanticipated events or changes to future operating results.
SOURCE: Small Business Development Group, Inc.
Roy Salisbury
Chief Executive Officer
207-657-8180
roy@rysalisbury.com
www.sbdgp.com
http://www.otcmarkets.com/stock/SBDG/news/First-Acquisition-Agreement-Signed?id=69362&b=y
http://www.otcmarkets.com/otciq/ajax/showNewsReleaseDocumentById.pdf?id=700845245
yep, reminds me of - 'buy my e-book etc. n' fatten my pockets, so i can help you with whatever's going on with your little business..'
Absolute Freakin Joke
yep, i'd much rather have 1/10th of the talk and more geared toward promotion & awareness (Mr. Roy) as there's no new blood here..
oh believe me bro, good or bad..hope he's good at it!!
we'll see if he can snow the supposed $400K list or 'Database' of 'Investors' to buy into SBDG (their new baby) - AKA 'Prototype Model' biz! Lolzz
just the course that he's been on i mean CQ..
The company's CEO, Roy Salisbury, currently faces criminal charges connected with other business dealings.
Florida Move Part of TS&B Shell Game
by Jack Whitsett on Monday, Jan. 28, 2002 12:00 am
No wonder they call them shell corporations.
The intricate combination of ever-changing, fast-moving corporate entities surrounding TS&B Holdings of Lonoke resembles nothing so much as a game in which the object is to choose the shell that covers the real company, if you can remember which one you were trying to find in the first place.
Unlike a street corner shell game, though, this one's fully licensed and relentlessly legal, though the occasional regulatory agency or grand jury may object.
Now that TS&B's stock is on the rise, it is acquiring companies and following an audacious business model featuring shell corporations and reverse mergers.
But it's not really in Arkansas any more.
Since it's likely most Arkansans have never heard of TS&B Holdings, a little background is in order.
The company was known until last year as Ammonia Hold Inc. Led by president Michael Parnell, the tiny firm, which makes odor control products for farm, domestic and municipal use, went public in 1997. Traded as a bulletin board stock, its share price fell from $5.75 in January 1997 to 13 cents last year.
Parnell and Ammonia Hold ran afoul of securities regulations in 1997; Parnell eventually signed a consent agreement with the Securities and Exchange Commission and paid a $25,000 fine.
While all this was happening, Parnell also was becoming a dot-com entrepreneur, putting up $2,000 to co-found another publicly traded company that occupied space in his hometown, Lonoke. PetQuarters is an Internet pet supply retailer, and though Parnell never actually held a position at the company — PetQuarters' 1999 initial registration statement said Parnell "may be considered a promoter of the Company" — he remains a major stockholder, with 5.3 percent of the company's stock. PetQuarters shares have followed that of Ammonia Hold to penny stock status.
Less determined individuals than the former Paine Webber investment banker and University of Arkansas graduate might have thrown in the towel by October 2001, with neither stock trading above 20 cents a share.
Parnell, however, found an entrepreneurial option in the person of Roy Y. Salisbury, a business turnaround specialist, and merged with Salisbury's company.
Salisbury, of the Orlando suburb of Winter Springs, Fla., holds a variety of positions in a bewildering array of corporations. Winter Springs is, as of last week, the official home of TS&B.
Salisbury now counts CEO of TS&B among them, following the Oct. 26 merger of Ammonia Hold and another Salisbury entity, TransAtlantic Surety & Bond Co. Ltd. On that date, Ammonia Hold became TS&B Holdings Inc. Parnell remained as president, while Salisbury became CEO. Two other Salisbury associates took the titles of TS&B's CFO and general counsel.
"A couple of things that we've brought to the table is some expertise and some people to develop the Ammonia Hold business along with Michael, who has done an outstanding job over the years," Salisbury said. "Our involvement is to take it to the next level."
The business, which runs with six employees, and its founder remain in Lonoke.
"We still continue to manufacture and distribute the same products ... out of the Lonoke facility," Parnell said.
Salisbury was honorably discharged from the U.S. Marine Corps, his biography states, and promptly failed at a New Hampshire logging business in the late 1970s. His experience with the company's Chapter 7 bankruptcy gave him an appreciation for the opportunities inherent in a Chapter 11 reorganization.
Since 1982, according to the biography, Salisbury has developed and honed a talent for reviving failing businesses or dissolving them in an orderly manner. Salisbury's plan is to enhance the balance sheet of a company such as Ammonia Hold with the assets of a larger entity and to augment the management with Salisbury and his team, with the aim of spinning off or selling the newly stabilized, more valuable company within three to five years.
In Ammonia Hold's case, the company's stock has responded positively, closing at 56 cents a share Jan. 23, quadruple its pre-merger level.
It's not an untried idea, and Salisbury has a track record including both successes and failures. But there's a potential downside: Salisbury has had legal troubles in the past and faces a bigger challenge this year — a multi-count, federal criminal indictment for investment fraud related to his business operations, although not specifically Ammonia Hold.
For a small, struggling company, the basic business plan advanced by Salisbury could make sense, said Jeff Collins, director of the Center of Business and Economics Research at the University of Arkansas at Fayetteville.
"If someone might have more managerial ability [than existing management] they [can] come in and layer their management experience over the existing management," Collins said last week.
The success of the venture would then depend on not only the specific moves made while the Salisbury team was in place but whether the lesson sticks.
"Have they learned something from [Salisbury]?" would be the key question at the end of the partnership, Collins said.
Parnell's plans appear to go beyond just revitalizing Ammonia Hold. As president of TS&B Holdings, he's engaged in scouting other merger targets.
TS&B already has signed deals with a Georgia boat maker and an Oregon truck retailer.
"The idea is to grow the company as a multi-disciplined holding company," Salisbury said last week in a phone interview from Orlando. "The holding company's goal is to make other acquisitions in other industries."
Despite the global reach of his business dealings, Parnell is sticking with the small town east of Little Rock.
"I grew up here in Lonoke," Parnell said. "My relationship with the town goes back to when I was riding my bicycle and tricycle.
"In working with a small community, it seems to be a lot easier ... when you move into a small community that will bend over backwards to help you out any way that they can. If we needed to gear up and bring 40 people in here next week, I have no doubt we could do it."
Something More To Pay: TS&B's Legal Issues
By Jack Whitsett
Executives at TS&B Holdings Inc., the Florida umbrella corporation running the former Ammonia Hold Inc. operation in Lonoke, have left their mark in the federal legal system.
The company's CEO, Roy Salisbury, currently faces criminal charges connected with other business dealings.
Last year, a Chicago grand jury returned a six-count indictment in U.S. District Court for Northern Illinois, charging Salisbury with defrauding investors in a Bahamian corporation, Amsterdam Management Corp.
Salisbury was released on his own recognizance Oct. 23 by federal Magistrate P. Michael Mahoney.
The indictment charges that Salisbury, through Strategic Alliance Holding Corp., which he controlled, attempted "to fraudulently obtain at least $150,000 from investors by falsely representing and promising that their money would be invested in safe, collateralized investments."
The alleged transactions took place in and around Roscoe, Ill., in 1996 and 1997.
In order to induce investors, the indictment charged, Salisbury provided fake corporate income tax returns. Salisbury allegedly had false information faxed from Florida to Roscoe, thus committing wire fraud as well.
If convicted, Salisbury faces forfeiture of $138,000 in cash and property the government claims is connected to the scheme.
Also in 1997, Ammonia Hold president Michael Parnell, currently president of TS&B, signed a consent agreement with the Securities and Exchange Commission and paid a $25,000 fine. Parnell and Ammonia Hold were charged along with 15 other individuals and corporations in U.S. District Court for the Middle District of Florida with securities fraud. Neither Parnell nor the company admitted any wrongdoing.
http://www.arkansasbusiness.com/article/59619/florida-move-part-of-tsb-shell-game
ever drove by a paper mill? Stinks To High Heaven!!
..and sadly the only thing the CEO's of these scams ever do, even with excitement in their voice is, "actually if anything, we'll have to Add Shares to the OS to get the stock trading post-split, because it'll likely be trading so thin!"
Wow, how Ingenious..!
i have studied out everything on Roy Y. Salisbury on the first two pages of Google and he seems to be No Exception!
as i have mentioned before, i've never spoken negatively about a stock that i owned (and i own quite a few here) but, in this case i believe that the truth is so much more important...from what i can see, this person - Roy narrowly escaped prison in the past because of his antics - IMO it will take a Major Intervention of God in his life & character for this scheme to turn out well for us as SBDG (VRNI) shareholders.
SMALL PUBLIC COMPANY ANALYSIS GROUP - Roy Y Salisbury
dear SMALL PUBLIC COMPANY ANALYSIS GROUP / www.rysalisbury.com
..if i could have only read an analysis from you for POS VRNI Before i bought in...
here's hoping against all hope and odds that you all can practice what you preach and turn SBDG into a real / profitable company...after all as you have proclaimed, it is your 'Prototype Model'.
..to me sounds like your debut and in my opinion signature company by which your precious investors will use to gauge, quantify and calculate their decisions to (as well as if and how much) participate (invest, recommend your services), ultimately determining any if not all future success but hey, No Pressure! Lol :D
http://www.rysalisbury.com/pdf/Vapor-Corp-Business-Review.pdf
Summary
Like many companies past, present and future VPCO was poorly equipped to become a public company and once
public has been unable to benefit from the company’s public status. For the most part managers and owners who
go public thru Reverse Mergers or Takeovers are not fully prepared for the cost in capital and time it takes to stay
public and it is not a the solution as advertise for accessing public markets (CASH).
On its current course VPCO cannot justify being a fully reporting public company with its related cost. The present
course of the company does not build confidence that share price will increase in value based on current trends.
For a company such as VPCO it needs to access fresh capital to grow and build on fundamentals. On the present
course VPCO has few opportunities mostly all bad (toxic) to access capital due to its share price, liquidity and
overall profitability.
A number of key observations;
The long term debt on the company’s books is held by insiders and affiliates of the company with high
interest rates. Some or all of the debt is convertible and in a case of default will most likely have a
negative impact on share price and dilution of current shareholders.
VPCO and its product line is in a growth market that seems to be continuing to grow at double digit rates
and will continue to do so barring any unforeseen upheavals in the market place.
VPCO management feels their strength is in the development of multiple brands of product. This may in
fact be a flaw in their marketing strategy. Too many brands would seem to project the lack of a leading
brand to take on the fledgling industry’s leadership role which should be VPCO’s goal one would think.
Federal and State regulation will continue to be a factor for companies such as VPCO and the industry as a
whole.
Lack of any independence on the company’s Board of Directors limiting fresh thinking.
Unknown product liability risk
The current capital structure (stock) is not sustainable simply based on the company’s inability to show
improving fundamentals the movement toward stability and profitability.
Recommendations to VPCO;
Management needs to develop an executable plan to vitalize the company building on its current
strengths and sheltering its present weaknesses.
The restructuring of the capital structure should be considered, realignment of SG&A and COGs to fit into
a workable financial model, and restructure the Balance Sheet to improve net value.
In today’s economic climate management of companies such as VPCO are going to need to go above and beyond
from a planning standpoint and articulate to its clients, employees and stakeholders why the company will succeed
in an economy in which many are failing.
Based on a good plan the Company can pursue recapitalization to fund growth. The company needs capital to
achieve economies of scale that create the needed fundamentals to achieve financial stability and profit. VPCO
does have a number of things going for it that if management can leverage (develop a plan) the public status, sales
growth and fledgling industry the company can prosper
Management will need to make some tough decisions to survive and prosper in the current financial markets.
Holding ones ground will not be enough to succeed.
Sources;
Company website
Public filings 10-K, 10-Q & 8-K’s
Yahoo Finance
Internet
www.rysalisbury.com
just noticed PRPM lost the yield sign...recent filings were good for something ;0)
http://www.otcmarkets.com/stock/PRPM/quote
(figured out the screenshot in intro's now dated)
ah, got-cha...indeedy!
Awesome pitacorp & Welcome!
;0)