Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
G O O D - M O R N I N G - Team Latitude!!!!!!!
Don't Buy or Sell on my info
Interceptor Class 39-FT. Midnight Express (built by Latitude Industries)
CBP Air and Marine utilizes two types of Interceptor vessels, the 39-ft Midnight Express and the 33-ft SAFE Boat.
The 39-ft Midnight Express is the most powerful vessel used in law enforcement anywhere in the world and is an integral part of the CBP Air and Marine’s efforts to stop maritime smuggling into the United States.
Working in conjunction with CBP Air and Marine aviation assets, the Midnight Express (built by Latitude Industries, Inc) operates in offshore coastal waters to combat maritime smuggling and protect U.S. ports from acts of terrorism.
The Midnight Express (built by Latitude Industries, Inc) crews work in conjunction DHS, DOD and other federal, state and local law enforcement agencies to accomplish the Homeland Security mission.
Performance and Weights:
* Speed 60 knots
* Range 400 NM
* Endurance 10 hours
* Length 39 feet
* Max Gross Weight 13,800 lbs.
Features:
* Marine Surface Radar
* Global Positioning Satellite
* 4 X 225 Mercury Outboards
* Long Range Communications
* Night Vision Goggles
Don't Buy or Sell on my info
LTDI is making some boats and thats a fact thanks for the link good dd.
LTDI=.005 PPS minimum bare minimum to start imo. So I think us loyal longs will do awesome. Min here is a 500% gain in the near term.
Don't Buy or Sell on my info
Me, myself, and my troopers are still holding every darn share tight here knowing were getting closer to closing the biggest non dilutive transaction in pennyland. This stock will be screaming again soon.
Stock is cheap and the company is profitable. Moving to the OTCBB shares seem a bit cheap down here.
Don't Buy or Sell on my info
Newsssssssssssssss here for everyone to see we have numbers and they are up a lot. Looks like the price per share is dirt cheap.
Press Release Source: Latitude Industries, Inc.
Latitude Industries, Inc. Exceeds $600,000.00 in Powerboat Sales Since January 1; Projects Total 2008 Revenues of $6 Million
Wednesday May 14, 10:30 am ET
MIAMI, FL--(MARKET WIRE)--May 14, 2008 -- Latitude Industries, Inc. (Other OTC:LTDI.PK - News), a manufacturer of high-performance, center console powerboats, is pleased to announce that it has recorded sales of approximately $600,000.00 since January 1, 2008.
***VETERAN*** poster here posting FACTS thanks Mike.
Posted by: BuckeyeMike Date: Friday, June 27, 2008 10:39:23 PM
In reply to: G_Money who wrote msg# 14358 Post # of 14467
I know what Latitude pays for a monthly lease and it's very affordable. They have low expenses and overhead and with a smaller crew they can sustain a slower selling season. I don't think this will be the case with Latitude's award winning boats. The National Exposure in the past few months will more than make up for an industry with little or no growth. It's the big companies that will find it much more difficult to compete with high overheads and huge fixed costs. Latitude has assets and is well positioned IMO to have a solid year in sales. Their $6Mil in Revs this year may be a bit aggressive but you never know with the kind of National & Regional exposure they've had recently.[/b[
***LTDI=JULY=MAJOR RUN*** No need to wait for anything other than the next major run thats immanent here. Their revenues and earnings are up BIG TIME for 2006 from the boat shows so throw last year out the window. LOL like pinks run on earnings and revs HA maybe you should be talking on the Apple Board. If you want BIG rewards with little downside risk the BUY LTDI.
Market Makers are not releasing shares as easily down here they are trying to load em with us, the smart investors.
LTDI=STRONG BUY....4 x 3
LTDI=STRONG BUY
Last Year is History this year they have literally step in sh*t and thats why the stock is worth MINIMUM 500-100% more then the current levels its a pink throw everything out the window and just know were going to run here. Make your money and take it but make sure you load the shares before the run again.
Bottom Line we got a 5-10 BAGGER here. Period the end throw the earnings out the window I have made a million dollars in one stock before and they missed guidance and were losing money so that should tell you alone that informer is indeed misinforming.
Don't Buy or Sell on my info
There's my TROOPER. Good morning to you. Talk soon as the talk of the town is LTDI being dirt cheap.
Don't Buy or Sell on my info
For a FACT you are right. LOL pinksheets short interest is a joke and is about as ridiculous as LTDI being down here at these cheap levels.
Holding tons and looking for Mr. Pay Day soon. I know your holding tight as hell too.
Should see another move tomorrow imo.
CMEG=ATM, easy money here short term.
There is some UPSIDE to this one for sure.
(CMEG) Update here she blows. Posted by: MBBLLEG Date: Wednesday, June 25, 2008 2:34:59 PM
In reply to: None Post # of 95978
(CMEG) Alert Easy Tip Easy Trade Buying 3 Million at .001
May go to half a penny
(CMEG) Update here she blows. Posted by: MBBLLEG Date: Wednesday, June 25, 2008 2:34:59 PM
In reply to: None Post # of 95978
(CMEG) Alert Easy Tip Easy Trade Buying 3 Million at .001
May go to half a penny
(CMEG) Alert Easy Tip Easy Trade Buying 3 Million at .001
May go to half a penny
(CMEG) Alert Easy Tip Easy Trade Buying 3 Million at .001
May go to half a penny
BUYING 3MM @ .001
HUGE NEWS./
No that is GREAT NEWS it shows that the company is putting out 100% correct information as they are negotiating with Honda. Honda has chosen LTDI which is awesome and this is a big plus and shows that they too know LTDI is a SOLID COMPANY. Honda is excited to see and have LTDI represent them and their products.
My Alert (BYRG) up big this A.M.
Posted by: MBBLLEG Date: Wednesday, June 25, 2008 9:18:58 AM
In reply to: None Post # of 269144
(BYRG) News OTCBB Move, Buyer Group Announces That It Has Been Accepted on the Over The Counter Bulletin Board (OTCBB)
Wednesday June 25, 8:30 am ET
MCKINNEY, Texas--(BUSINESS WIRE)--Buyer Group International, Inc. (Pink Sheets:BYRG), a company focused on investing and taking positions in profitable companies with real estate add-ons that are in need of capital expansion, announced today the acceptance of its application for a listing on the Over The Counter Bulletin Board (OTCBB).
"This acceptance on the OTCBB marks the victorious completion of a concerted effort to attain the sounder listing and trading platform for our shares that our shareholders have been seeking," said David Bryant, BYRG's CEO. "The company’s current assets and profitability will soon be one to recon once were officially quoted on the OTCBB. This will create a more open accountability, credibility, and transparency of corporate proceedings and tactic for our investing markets. These achievements, along with the recent the acquisition of 85% interest in MD Caperton Dirt & Paving LLC, an excavation and paving company with annual revenues exceeding $400,000 and gross margins over 60%, pave the way for measurable progress in the months to come."
To view the SEC filing click here: http://www.sec.gov/Archives/edgar/data/1433623/000121390008001183/fs1_ buyergroup.htm (Due to its length, this URL may need to be copied/pasted into your Internet browser's address field. Remove the extra space if one exists.)
Buyer Group International, Inc. has committed to residential property investment for the average investor. Through strategic partnerships we aim to assist property owners and developers in the turbulent markets by utilizing time-tested techniques to acquire and hold real estate, bring our clients ease of ownership, as well as some of the best wealth building strategies available.
With operations in Texas, New York, and Florida the company offers investors with an international range the prospects of residential property development in the US. By co-venturing with partners in Dubai and the Caribbean, we offer the institutional investor the opportunity to invest in business and real estate that adds value.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements contained in this document that are not historical fact are forward-looking statements based upon management's current expectations that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. The company is not required to update its forward-looking statements.
Contact:
Buyer Group International, Inc., McKinney
David Bryant, CEO, 214-592-0794, 866-455-2188 fax
www.buyergroupint.com
info@buyergroupint.com
or
Investor Relations:
Paradise Capital Group
Jason DeOliveira, 561-305-2848
Don't Buy or Sell on my info
(BYRG) My pick up 128% start bidding people. Shares thin imo.
Posted by: MBBLLEG Date: Wednesday, June 25, 2008 9:18:58 AM
In reply to: None Post # of 269144
(BYRG) News OTCBB Move, Buyer Group Announces That It Has Been Accepted on the Over The Counter Bulletin Board (OTCBB)
Wednesday June 25, 8:30 am ET
MCKINNEY, Texas--(BUSINESS WIRE)--Buyer Group International, Inc. (Pink Sheets:BYRG), a company focused on investing and taking positions in profitable companies with real estate add-ons that are in need of capital expansion, announced today the acceptance of its application for a listing on the Over The Counter Bulletin Board (OTCBB).
"This acceptance on the OTCBB marks the victorious completion of a concerted effort to attain the sounder listing and trading platform for our shares that our shareholders have been seeking," said David Bryant, BYRG's CEO. "The company’s current assets and profitability will soon be one to recon once were officially quoted on the OTCBB. This will create a more open accountability, credibility, and transparency of corporate proceedings and tactic for our investing markets. These achievements, along with the recent the acquisition of 85% interest in MD Caperton Dirt & Paving LLC, an excavation and paving company with annual revenues exceeding $400,000 and gross margins over 60%, pave the way for measurable progress in the months to come."
To view the SEC filing click here: http://www.sec.gov/Archives/edgar/data/1433623/000121390008001183/fs1_ buyergroup.htm (Due to its length, this URL may need to be copied/pasted into your Internet browser's address field. Remove the extra space if one exists.)
Buyer Group International, Inc. has committed to residential property investment for the average investor. Through strategic partnerships we aim to assist property owners and developers in the turbulent markets by utilizing time-tested techniques to acquire and hold real estate, bring our clients ease of ownership, as well as some of the best wealth building strategies available.
With operations in Texas, New York, and Florida the company offers investors with an international range the prospects of residential property development in the US. By co-venturing with partners in Dubai and the Caribbean, we offer the institutional investor the opportunity to invest in business and real estate that adds value.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements contained in this document that are not historical fact are forward-looking statements based upon management's current expectations that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. The company is not required to update its forward-looking statements.
Contact:
Buyer Group International, Inc., McKinney
David Bryant, CEO, 214-592-0794, 866-455-2188 fax
www.buyergroupint.com
info@buyergroupint.com
or
Investor Relations:
Paradise Capital Group
Jason DeOliveira, 561-305-2848
(BYRG) My pick up 128% start bidding people. Shares thin imo.
Posted by: MBBLLEG Date: Wednesday, June 25, 2008 9:18:58 AM
In reply to: None Post # of 269144
(BYRG) News OTCBB Move, Buyer Group Announces That It Has Been Accepted on the Over The Counter Bulletin Board (OTCBB)
Wednesday June 25, 8:30 am ET
MCKINNEY, Texas--(BUSINESS WIRE)--Buyer Group International, Inc. (Pink Sheets:BYRG), a company focused on investing and taking positions in profitable companies with real estate add-ons that are in need of capital expansion, announced today the acceptance of its application for a listing on the Over The Counter Bulletin Board (OTCBB).
"This acceptance on the OTCBB marks the victorious completion of a concerted effort to attain the sounder listing and trading platform for our shares that our shareholders have been seeking," said David Bryant, BYRG's CEO. "The company’s current assets and profitability will soon be one to recon once were officially quoted on the OTCBB. This will create a more open accountability, credibility, and transparency of corporate proceedings and tactic for our investing markets. These achievements, along with the recent the acquisition of 85% interest in MD Caperton Dirt & Paving LLC, an excavation and paving company with annual revenues exceeding $400,000 and gross margins over 60%, pave the way for measurable progress in the months to come."
To view the SEC filing click here: http://www.sec.gov/Archives/edgar/data/1433623/000121390008001183/fs1_ buyergroup.htm (Due to its length, this URL may need to be copied/pasted into your Internet browser's address field. Remove the extra space if one exists.)
Buyer Group International, Inc. has committed to residential property investment for the average investor. Through strategic partnerships we aim to assist property owners and developers in the turbulent markets by utilizing time-tested techniques to acquire and hold real estate, bring our clients ease of ownership, as well as some of the best wealth building strategies available.
With operations in Texas, New York, and Florida the company offers investors with an international range the prospects of residential property development in the US. By co-venturing with partners in Dubai and the Caribbean, we offer the institutional investor the opportunity to invest in business and real estate that adds value.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements contained in this document that are not historical fact are forward-looking statements based upon management's current expectations that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. The company is not required to update its forward-looking statements.
Contact:
Buyer Group International, Inc., McKinney
David Bryant, CEO, 214-592-0794, 866-455-2188 fax
www.buyergroupint.com
info@buyergroupint.com
or
Investor Relations:
Paradise Capital Group
Jason DeOliveira, 561-305-2848
(BYRG) News OTCBB Move, Buyer Group Announces That It Has Been Accepted on the Over The Counter Bulletin Board (OTCBB)
Wednesday June 25, 8:30 am ET
MCKINNEY, Texas--(BUSINESS WIRE)--Buyer Group International, Inc. (Pink Sheets:BYRG), a company focused on investing and taking positions in profitable companies with real estate add-ons that are in need of capital expansion, announced today the acceptance of its application for a listing on the Over The Counter Bulletin Board (OTCBB).
"This acceptance on the OTCBB marks the victorious completion of a concerted effort to attain the sounder listing and trading platform for our shares that our shareholders have been seeking," said David Bryant, BYRG's CEO. "The company’s current assets and profitability will soon be one to recon once were officially quoted on the OTCBB. This will create a more open accountability, credibility, and transparency of corporate proceedings and tactic for our investing markets. These achievements, along with the recent the acquisition of 85% interest in MD Caperton Dirt & Paving LLC, an excavation and paving company with annual revenues exceeding $400,000 and gross margins over 60%, pave the way for measurable progress in the months to come."
To view the SEC filing click here: http://www.sec.gov/Archives/edgar/data/1433623/000121390008001183/fs1_ buyergroup.htm (Due to its length, this URL may need to be copied/pasted into your Internet browser's address field. Remove the extra space if one exists.)
Buyer Group International, Inc. has committed to residential property investment for the average investor. Through strategic partnerships we aim to assist property owners and developers in the turbulent markets by utilizing time-tested techniques to acquire and hold real estate, bring our clients ease of ownership, as well as some of the best wealth building strategies available.
With operations in Texas, New York, and Florida the company offers investors with an international range the prospects of residential property development in the US. By co-venturing with partners in Dubai and the Caribbean, we offer the institutional investor the opportunity to invest in business and real estate that adds value.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements contained in this document that are not historical fact are forward-looking statements based upon management's current expectations that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. The company is not required to update its forward-looking statements.
Contact:
Buyer Group International, Inc., McKinney
David Bryant, CEO, 214-592-0794, 866-455-2188 fax
www.buyergroupint.com
info@buyergroupint.com
or
Investor Relations:
Paradise Capital Group
Jason DeOliveira, 561-305-2848
(BYRG) News OTCBB Move, Buyer Group Announces That It Has Been Accepted on the Over The Counter Bulletin Board (OTCBB)
Wednesday June 25, 8:30 am ET
MCKINNEY, Texas--(BUSINESS WIRE)--Buyer Group International, Inc. (Pink Sheets:BYRG), a company focused on investing and taking positions in profitable companies with real estate add-ons that are in need of capital expansion, announced today the acceptance of its application for a listing on the Over The Counter Bulletin Board (OTCBB).
"This acceptance on the OTCBB marks the victorious completion of a concerted effort to attain the sounder listing and trading platform for our shares that our shareholders have been seeking," said David Bryant, BYRG's CEO. "The company’s current assets and profitability will soon be one to recon once were officially quoted on the OTCBB. This will create a more open accountability, credibility, and transparency of corporate proceedings and tactic for our investing markets. These achievements, along with the recent the acquisition of 85% interest in MD Caperton Dirt & Paving LLC, an excavation and paving company with annual revenues exceeding $400,000 and gross margins over 60%, pave the way for measurable progress in the months to come."
To view the SEC filing click here: http://www.sec.gov/Archives/edgar/data/1433623/000121390008001183/fs1_ buyergroup.htm (Due to its length, this URL may need to be copied/pasted into your Internet browser's address field. Remove the extra space if one exists.)
Buyer Group International, Inc. has committed to residential property investment for the average investor. Through strategic partnerships we aim to assist property owners and developers in the turbulent markets by utilizing time-tested techniques to acquire and hold real estate, bring our clients ease of ownership, as well as some of the best wealth building strategies available.
With operations in Texas, New York, and Florida the company offers investors with an international range the prospects of residential property development in the US. By co-venturing with partners in Dubai and the Caribbean, we offer the institutional investor the opportunity to invest in business and real estate that adds value.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements contained in this document that are not historical fact are forward-looking statements based upon management's current expectations that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. The company is not required to update its forward-looking statements.
Contact:
Buyer Group International, Inc., McKinney
David Bryant, CEO, 214-592-0794, 866-455-2188 fax
www.buyergroupint.com
info@buyergroupint.com
or
Investor Relations:
Paradise Capital Group
Jason DeOliveira, 561-305-2848
BYRG Up listing to the OTCBB nice News.
Great News!! SECURITIES AND EXCHANGE COMMISSION
==================================
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
==================================
Buyer Group International, Inc.
(Exact Name of Small Business Issuer in its Charter)
Nevada
20-8490081
(State of Incorporation)
(Primary Standard Classification Code)
(IRS Employer ID No.)
Buyer Group International, Inc.
812 Creekline Way
McKinney, TX 75070
( 866) 980-2974
Address and Telephone Number of Registrant’s Principal
Executive Offices and Principal Place of Business)
Buyer Group International, Inc.
812 Creekline Way
McKinney, TX 75070
(866) 980-2974
(Name, Address and Telephone Number of Agent for Service)
Copies of communications to:
GREGG E. JACLIN, ESQ.
ANSLOW & JACLIN, LLP
195 Route 9 South, Suite204
Manalapan, NJ 07726
TELEPHONE NO.: (732) 409-1212
FACSIMILE NO.: (732) 577-1188
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_| If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_|
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_|
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
(Do not check if a smaller reporting company)
Table of Content
CALCULATION OF REGISTRATION FEE
Title of Each Class Of Securities to be Registered
Amount to be
Registered
Proposed Maximum
Aggregate
Offering Price
per share
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration fee
Common Stock, par value $0.001(1)(2)
5,000,000 $ 0.03 $ 150,000 $ 5.90
Common Stock, par value $0.001(3)
5,000,000 $ 0.03 $ 150,000 $ 5.90
Total
10,000,000 $ 300,000 $ 11.80
(1) The shares of our Common Stock being registered hereunder are being registered for resale by Dutchess Private Equities Fund, Ltd named in the prospectus. For purposes of estimating the number of shares of our Common Stock to be included in this registration statement, we calculated a good faith estimate of the number of shares that we believe may be issuable pursuant to the equity line financing to account for market fluctuations.
(2) The number of shares being registered for the financing is 5,000,000 which is 1/3 of our 15,000,000 non-affiliate outstanding common shares issued and outstanding as of June 12, 2008.
(3) Represents 5,000,000 shares of common stock issuable in connection with an agreement with Paradise Capital Group, LLC. The price of $.03 per share is being estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) of the Securities Act
(4) Our Common Stock is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, and can be traded on the over-the-counter market on the Pink Sheets under the symbol "BYRG." As of June 23, 2008, our shares were trading at a price of $0.035 per common share. Selling security holders may sell their shares for the prevailing market prices or privately negotiated prices.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the securities act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said Section 8(a), may determine.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JUNE __, 2008
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the securities act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.
Table of Content
BUYER GROUP INTERNATIONAL, INC.
10,000,000 SHARES OF COMMON STOCK
This prospectus relates to the resale of up to 10,000,000 shares of our Common Stock, par value $.001 per share ("Common Stock") of which 5,000,000 are issuable to Dutchess Private Equities Fund, Ltd. ("Dutchess"), and 5,000,000 are issuable in connection with our agreement with Paradise Capital Group, LLC(collectively “The Selling Security Holders”). The Selling Security holders may sell their common stock from time to time at prevailing market prices.
Our common stock is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, and is quoted on the over-the-counter market and prices are reported on the Pink Sheets under the symbol "BYRG." As of June 23, 2008 our shares were trading at a price of $0.035 per common share. Selling security holders may sell their shares for the prevailing market prices or privately negotiated prices.
THIS COMPANY IS CONSIDERED TO BE IN UNSOUND FINANCIAL CONDITION. PERSONS SHOULD NOT INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENTS.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS" BEGINNING ON PAGE 5.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Table of Content
TABLE OF CONTENTS
PAGE
Prospectus Summary
1
Summary Financials
7
Risk Factors
8
Use of Proceeds
12
Determination of Offering Price
12
Dilution
12
Selling Shareholders
12
Plan of Distribution
13
Description of Securities to be Registered
15
Interests of Named Experts and Counsel
15
Organization Within Last Five Years
15
Description of Business
16
Description of Property
17
Legal Proceedings
18
Available Information
18
Index to Financial Statements
F-1
Management Discussion and Analysis of Financial Condition and Financial Results
19
Plan of Operations
19
Executive Compensation
21
Security Ownership of Certain Beneficial Owners and Management
22
Table of Content
ITEM 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.
PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements, before making an investment decision .
About Our Company
Buyer Group International, Inc., (“BGI”) was incorporated in November 1994 in the State of Nevada under the name Curlew Resource Corporation. In December of 2006, we filed a certificate of amendment changing our name to Buyer Group International, Inc. In May of 2008, we filed a certificate of amendment increasing our authorized shares to 400,000,000.
Our ultimate goal is to build an exchange for property owners that either want to upgrade or downgrade their living options by creating a “swap space” where the company can carry or participate in real estate transaction instead of traditional broker’s fees which total 5-7% of a real estate transaction. The market for this type of transaction will grow to $6 Billion in 7-10 years. The purpose is to identify and invest capital into real estate markets that experience abrupt shift in supply/demand conditions while the underlying fundamentals have changed little. BGI currently invests in areas of existing housing, and residential lots slated for build-out or development closeout, distressed condition or even distressed financial capitalization such as bankruptcy and foreclosure or back taxes owed on the land.
Where You Can Find Us
We presently maintain our principal offices at 812 Creekline Way, McKinney, Texas 75070.
Our phone number is (866) 980-2974.
1
Table of Content
THE OFFERING
COMMON SHARES OUTSTANDING PRIOR TO OFFERING
Common Stock, $0.001 par value
60,000,000
Common Stock Offered by Selling Securityholders
10,000,000
Use of Proceeds
We will not receive any proceeds from the sale by the Selling Security holders of shares in this offering, except upon draw downs made pursuant to the equity line.
Risk Factors
An investment in our common stock involves a high degree of risk and could result in a loss of your entire investment.
OTC Symbol
BYRG.PK
Executive Offices
Currently, our executive offices are located at:
812 Creekline Way
McKinney, Texas 75070.
Our phone number is (866) 980-2974.
DISCLOSURE REGARDING OUR RECENT FINANCING
Terms of Financing Documents
Transaction with Dutchess Private Equities Fund LTD.
On June 12, 2008 we entered into an Investment Agreement (the “Agreement”) and a Registration Rights Agreement with Dutchess Private Equities Fund, Ltd. (the “Investor”). Pursuant to this Agreement, the Investor shall commit to purchase up to $10,000,000 of our common stock over the course of thirty-six (36) months. The Agreement provides that, from time to time, we may deliver a notice to the Investor. Such notices will state the dollar amount of common stock that we desire the Investor to purchase subject to the limits of the Agreement. Upon receipt of a put notice, the Investor is obligated to purchase from us, during the relevant pricing period, shares having an aggregate purchase price equal to, at our election, either (i) up to $250,000 or (ii) 200% of the average daily volume (U.S. market only) of the common stock for the ten (10) trading days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date. The put date shall be the date that the Investor receives a put notice of a draw down by us. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price shall be set at ninety-three percent (93%) of the Lowest Closing Best Bid price of the Common Stock during the pricing period. The Pricing Period shall be the five (5) consecutive trading days immediately after the put notice date. There are put restrictions applied on days between the put date and the closing date with respect to that particular put. During this time, we shall not be entitled to deliver another put notice. Further, we shall reserve the right to withdraw that portion of the put that is below seventy-five percent (75%) of the lowest closing bid prices for the 10-trading day period immediately preceding each put notice.
We are obligated to file a registration statement with the Securities and Exchange Commission (“SEC”) covering 5,000,000 shares of the common stock underlying the Investment Agreement within 15 days after the closing date. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 90 days after the closing date. We shall have an ongoing obligation to register additional shares of our common stock as necessary underlying the draw downs.
Conditions To Investor's Obligation To Purchase Shares. We shall not be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase any Shares at a Closing (as defined in Section 2(G)of the Agreement) unless each of the following conditions are satisfied:
(I) a Registration Statement shall have been declared effective and shall remain effective and available for the resale of all the Registrable Securities (as defined in the Registration Rights Agreement) at all times until the Closing with respect to the subject Put Notice;
(II) at all times during the period beginning on the related Put Notice Date and ending on and including the related Closing Date, the Common Stock shall have been listed on the Principal Market and shall not have been suspended from trading thereon for a period of two (2) consecutive Trading Days during the Open Period and the Company shall not have been notified of any pending or threatened proceeding or other action to suspend the trading of the Common Stock;
(III) the Company has complied with its obligations and is otherwise not in breach of or in default under, this Agreement, the Registration Rights Agreement or any other agreement executed in connection herewith which has not been cured prior to delivery of the Investor’s Put Notice Date;
2
Table of Content
(IV) no injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the Securities; and
(V) the issuance of the Securities will not violate any shareholder approval requirements of the Principal Market.
If any of the events described in clauses (I) through (V) above occurs during a Pricing Period, then the Investor shall have no obligation to purchase the Put Amount of Common Stock set forth in the applicable Put Notice.
Mechanics Of Purchase Of Shares By Investor.
Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8 of the Agreement, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B) of the Agreement. In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system.
The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.):
LATE PAYMENT FOR EACH
NO. OF DAYS LATE
$10,000 WORTH OF COMMON STOCK
1
$100
2
$200
3
$300
4
$400
5
$500
6
$600
7
$700
8
$800
9
$900
10
$1,000
Over 10
$1,000 + $200 for each
Business Day late beyond 10 days
The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Late payments shall continue to accrue cumulatively on a daily basis at a rate in accordance with the Late Payment schedule directly above. For example: should we deliver $10,000 worth of our common stock three days late, we would be responsible for a late payment penalty of $600. If we should deliver $30,000 worth of our common stock three days late, we would be responsible for a late payment penalty of $1,800. If we should deliver $10,000 worth of our common stock twelve days late, we would be responsible for a late payment penalty of $8,100. If we should deliver $30,000 worth of our common stock twelve days late, we would be responsible for a late payment penalty of $24,300. There is no maximum late payment penalty. Late payment penalties shall cease to accrue upon the issuance date of our common stock due under the terms of the Investment Agreement. We shall remain liable to the Investor for all late payment penalties accrued up to the date of issuance until such penalties are paid to or released by the Investor. Under the terms of the Investment Agreement, any outstanding late payment penalty balance will not be subject to an interest rate or additional fee. The failure of the Investor to make a demand upon the Company for any payments under this section shall not excuse the Company from its obligation to make any such payments in the future. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount. The Open Market Adjustment Amount is the amount equal to the excess, if any of the Investor’s total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Put Shares Due. The “open market adjustment amount” would be incurred if, by the (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the “Put Shares Due”) and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the “Open Market Share Purchase”), then the Company shall pay to the Investor, in addition to any other amounts due to the Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount. In the case where an Open Market Adjustment amount is incurred, the Company shall pay to the Investor the Open Market Adjustment amount in addition to any late fees as described above.
3
Table of Content
Overall Limit On Common Stock Issuable.
If during the Open Period the Company becomes listed on an exchange that limits the number of shares of Common Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by the Investor, shall not exceed that number of the shares of Common Stock that may be issuable without shareholder approval (the "Maximum Common Stock Issuance"). If such issuance of shares of Common Stock could cause a delisting on the Principal Market, then the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Amended and Restated Certificate of Incorporation of the Company, if such issuance of shares of Common Stock could cause a delisting on the Principal Market. The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Securities or the Investor's obligation in accordance with the terms and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance limitation, and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in Section 2(H) of the Agreement.
(I) If, by the third (3rd) business day after the Closing Date, the Company fails to deliver any portion of the shares of the Put to the Investor (the "Put Shares Due") and the Investor purchases, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery of shares which would have been delivered if the full amount of the shares to be delivered to the Investor by the Company (the "Open Market Share Purchase") , then the Company shall pay to the Investor, in addition to any other amounts due to Investor pursuant to the Put, and not in lieu thereof, the Open Market Adjustment Amount (as defined below). The "Open Market Adjustment Amount" is the amount equal to the excess, if any, of (x) the Investor's total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus (y) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Put Shares Due. The Company shall pay the Open Market Adjustment Amount to the Investor in immediately available funds within five (5) business days of written demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover an Open Market Purchase with respect to shares of Common Stock it sold for net proceeds of $10,000, the Open Market Purchase Adjustment Amount which the Company will be required to pay to the Investor will be $1,000.
Limitation On Amount Of Ownership. in no event shall the Investor be entitled to purchase that number of Shares, which when added to the sum of the number of shares of Common Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the Investor, would exceed 4.99% of the number of shares of Common Stock outstanding on the Closing Date, as determined in accordance with Rule 13d-1(j) of the 1934 Act.
Number of Shares Underlying The Equity Line. There is no limit to the number of shares that we may be required to obtain funds from the Equity Line as it is dependent upon our share price, which varies from day to day. This could cause significant downward pressure on the price of our common stock. The following table shows the effect on the number of shares required for a Put Notice for the value of the full Equity Line, in the event the common stock price declines by 25%, 50% and 75% from the trading price.
Price Decreases By
06/12/2008
25
%
50
%
75
%
Lowest Closing Best Bid Price during the Purchase Period (as defined above)
$
0.03
$
0.0225
$
0.015
$
0.0075
Purchase Price (defined above as 93% of the Lowest Closing Best Bid Price)
$
0.0291
$
0.02095
$
0.01395
$
0.006975
Number Subject to the Put if 100% of the Equity Line is Executed.
343,642,611
477,326,968
716,845,878
1,433,691,756
The Company entered into the Investment Agreement with the intention to grow its business and expand its operating level, which in turn should increase the value of the Company. Because of the nature of the Investment Agreement it appears unlikely that the Company will be able to draw down the full $10,000,000 without significant positive value being added to the Company as a result of the aggregate draw downs.
The Company is limited to the number of shares it may register in connection with its equity line agreement by Rule 415. Under Rule 415, the Company may register a maximum of 1/3 of its outstanding non-affiliated shares. As of June 12, 2008, the Company has 15,000,000 non-affiliate shares outstanding. Therefore the Company has the option of registering up to 5,000,000 shares in this registration statement. However, under the terms of the Registration Rights Agreement entered into by the Company in conjunction with the equity line Agreement, the Company is obligated to register 5,000,000 shares of its stock. Should the Company draw down from the equity line to where the shares registered in this registration statement are depleted, the Company may register additional shares in subsequent registration statements to draw down upon.
4
Table of Content
The monetary value of each of the Company’s draw downs under the equity line is tied directly to the Company’s share price, creating an inverse relationship between the Company’s share price and the number of shares the Company will be required to transfer to the Investor per each dollar of the equity agreement that the Company draws down upon. The Company understands that each Put executed by the Company under the agreement will have an immediate negative effect on its stock price. The Company also understands that it is limited by Rule 415 as to how many shares it may register in connection with this equity line agreement. Therefore, the limit imposed upon the Company by Rule 415 as to how many shares may be registered to satisfy the agreement, decreases the likelihood that the Company will have enough registered shares to draw down the full $10,000,000 equity line.
Because the Company’s ability to draw down upon the equity line is directly connected to the market price of the Company’s common stock, it is in the Company’s best interest to maximize its effective use of the funds to ensure its ability to draw additional funds from the equity line.
Conversion Limitation.
The Investors have contractually agreed to restrict their ability to receive Notice of a Put and receive shares of our common stock such that the number of shares of our common stock held by them and their affiliates after such conversion does not exceed 4.99% of the then issued and outstanding shares of our common stock.
Value of Shares
The market price for the Company’s common stock on the Issuance Date was $0.03 per share based upon the closing price that day. Using this market price per share, the maximum dollar value of the 5,000,000 common shares the Company is registering under this Registration Statement is $150,000.
Fees and Payments Associated with Transaction
The following table discloses the dollar amount of each payment (including the dollar value of any payments to be made in common stock) in connection with the financing that the Company has paid, or may be required to pay to any Selling Stockholder, any affiliate of a Selling Stockholder, or any person with whom any Selling Stockholder has a contractual relationship regarding the transaction. The table also reflects the potential net proceeds to the Company from the Puts and the total possible payments to all selling shareholders and any of their affiliates in the first year following the execution of the Put. We intend to use all proceeds received in connection with the financing transaction for general corporate, business development and working capital purposes. For purposes of this table, we assumed that the Company executed a Put for $250,000.
There are no other persons with whom any Selling Stockholder has a contractual relationship with regarding the transaction.
Placement Agent
Fee(1)
Structuring, Due Diligence and Legal
Fees(2)
Maximum
Possible
Interest
Payments(3)
Maximum
Redemption
Premium(4)
Maximum Possible
Liquidated
Damages(5)
Maximum
First Year Payments(6)
Maximum
Possible Payments(6)
Net
Proceeds to
Company(7)
$ 0 $ 27,000 $ 0 $ 0 $ 0 $ 0 $ 0 $ 223,000
____________________
(1)
A Placement Agent was not involved in this financing.
(2)
The Company paid $27,000 in structuring, due diligence and legal fees to Anslow & Jaclin, LLP, our legal counsel in connection with the transaction.
(3)
The Financing agreement does not include instruments which bear interest.
(4)
The Financing agreement does not include instruments bearing a premium for early redemption.
(5)
The Financing agreement does not provide for liquidated damages.
(6)
The Financing agreement is not structured in a way where any payments are to be made directly by the Company.
(7)
Total net proceeds to the Company including the structuring and due diligence fees and legal fees of $27,000.
5
Table of Content
Puts
The following table discloses the total possible profit Selling Stockholders could realize as a result of the conversion discount for the securities involved in the June 12, 2008 Equity Line Financing.
Lowest Closing Best
Bid Price during the
Purchase Period (1)
Purchase
Price (2)
Shares
Underlying
The Equity Line(3)
Combined Market
Price of Shares(4)
Total Purchase
Price(5)
Total Possible
Discount to
Market Price(6)
$
0.03
$
0.0279
358,422,939
$
10,752,688
$
10,000,000
$
752,688
(1)
Market price per share of our common stock on the Date of the Agreement (June 12, 2008).
(2)
The Purchase Price per share of our common stock underlying the Equity Line on the Date of the Agreement is calculated as the lowest closing best bid price during the purchase period, where the purchase period is the five (5) consecutive trading days following the Put Date, less a 7% discount.
(3)
Total number of shares of common stock underlying the Equity Line assuming the Company issued a Put for the entire Equity Line as of the Issuance Date. Since the Purchase Price may fluctuate as market prices fluctuate, the actual number of shares that underlie the Equity Line will also fluctuate.
(4)
Total market value of shares of common stock underlying the Equity Line assuming full conversion as of the Date of the Agreement based on the market price on the Issuance Date.
(5)
Total value of shares of common stock underlying the Equity Line assuming the Company issued a Put for the Entire Equity Line as of the Issuance Date based on the Purchase Price.
(6)
Discount to market price calculated by subtracting the total Purchase Price (result in footnote (5)) from the Combined Market Price (result in footnote (4)).
Prior Securities Transactions with Selling Stockholders
We have not engaged in any prior securities transactions with the Selling Stockholders, any affiliates of the Selling Stockholders, or any person with whom any Selling Stockholder has a contractual relationship regarding the transaction (or any predecessors of those persons).
Shares Outstanding Prior to the Transaction
The following table discloses certain information comparing the number of shares outstanding prior to the transaction, number of shares registered by the Selling Stockholders, or their affiliates, in prior registration statements (along with that number still held and number sold pursuant to such prior registration statement) and the number of shares registered for resale in this Registration Statement relating to the financing transaction.
Number of shares outstanding prior to Equity Line Financing transaction held by persons other than the Selling Stockholders, affiliates of the Company and affiliates of the Selling Stockholders.
60,000,000
Number of shares registered for resale by Dutchess or affiliates in prior registration statements.
0
Number of shares registered for resale by Dutchess or affiliates of Dutchess that continue to be held by Dutchess or affiliates of Dutchess.
0
Number of shares sold in registered resale by Dutchess or affiliates of Dutchess.
0
Number of shares registered for resale on behalf of Dutchess or affiliates of Dutchess in current transaction.
5,000,000
Shorting and Prior Transactions with Selling Stockholders
To the best of our knowledge, and based on information obtained from the Selling Stockholders, none of the selling shareholders have an existing short position in the Company’s common stock.
6
Table of Content
Other than entering into the June 12, 2008 Financing Agreement, the Company has not in the past three (3) years, engaged in any securities transaction the Selling Stockholder, any affiliates of the Selling Stockholder, or, after due inquiry and investigation, to the knowledge of the management of the Company, any person with whom any Selling Stockholder has a contractual relationship regarding the transaction (or any predecessors of those persons).
Pursuant to Section 3 (C) of the Investment Agreement, the Investor has agreed not to sell the Company’s stock short, either directly or indirectly through its affiliates, principals or advisors, the Company’s common stock during the term of the Investment Agreement. However, a sale of the Company’s common stock that is the subject of the put, prior to delivery of the put shares is contemplated by the “open market adjustment” period of the Investment Agreement. The “open market adjustment amount” contemplates a sale prior to delivery of the put shares because the Investor is able to sell of the Company’s common stock prior to the Company delivering put shares due. The Open Market Adjustment Amount is the amount equal to the excess, if any of the Investor’s total purchase price (including brokerage commissions, if any) for the Open Market Share Purchase minus the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Put Shares Due. In the instance where the Investor has to purchase shares to cover the put shares due, the Open Market Adjustment amount may increase due to our small and thinly traded public float.
Warrants
No warrants were issued in connection with the June 12, 2008 financing transaction.
Notes
No notes were issued in connection with the June 12, 2008 financing transaction.
SUMMARY INFORMATION AND RISK FACTORS
The following summary financial data should be read in conjunction with "Management's Discussion and Analysis and Plan of Operation" and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data for the years ended December 31, 2007 and 2006 are derived from our audited financial statements. The statement of operations and balance sheet data for the three months ended May 31, 2008 is derived from our unaudited financial statements.
FOR THE
THREE
MONTHS
ENDED
MARCH 31,
2008
YEAR ENDED
DECEMBER 31,
2007
YEAR ENDED
DECEMBER 31,
2006
(unaudited)
(audited)
(audited)
STATEMENT OF OPERATIONS
Revenues
$
37,100
$
102,821
$
108,561
Total Operating Expenses
36,270
161,655
407,950
Net Loss
(2,294)
(58,834)
(299,389)
AS OF
MARCH 31, 2008
AS OF
DECEMBER 31, 2007
BALANCE SHEET DATA
(unaudited)
(audited)
Cash
$ 45,148 $
223
Total Assets
67,311 13,165
Total Liabilities
44,425 45,285
Stockholders’ Equity
22,886 (32,120 )
WHERE CAN YOU FIND US
We presently maintain our principal offices at 812 Creekline Way, McKinney, Texas 75070. Our phone number is (866) 980-2974.
7
Table of Content
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and other information in this prospectus before investing in our common stock. If any of the following risks occur, our business operating results and financial condition could be seriously harmed. Please note that throughout this prospectus, the words "we", "our", or "us" refer to the Company and not the selling stockholders.
WE HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES, DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL DEVELOPING COMPANY.
This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this report. If any of the following risks actually occur, our business, operating results and financial conditions could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.
UNLESS WE GENERATE ADDITIONAL CAPITAL THROUGH REVENUES OR FINANCINGS, WE RISK FAILURE.
We expect to incur significant capital expenses in pursuing our plans to grow our business and obtaining additional financing through stock offerings, or other feasible financing alternatives. We may also seek funding for the development and marketing of our services through strategic partnerships and other arrangements with investment partners. It is possible that such collaborative arrangements or additional funds will not be available when needed, or on terms acceptable to us, if at all.
THE INVESTMENT AGREEMENT WITH DUTCHESS PRIVATE EQUITIES FUND, LTD. CONTEMPLATES A SALE OF OUR COMMON STOCK PRIOR TO DELIVERY OF THE PUT SHARES WHICH COULD CAUSE THE PRICE OF OUR COMMON STOCK TO FLUCTUATE.
The “open market adjustment amount” contemplates a sale of our common stock that is the subject of the put, prior to the delivery of put shares due to Dutchess Private Equities Fund, Ltd. because Dutchess Private Equities Fund, Ltd. may sell our common shares prior to delivery of a put as described in the Investment Agreement. If we fail to deliver the put due to Dutchess Private Equities Fund, Ltd., by the 3rd business day after the closing date the Dutchess Private Equities Fund, Ltd., covering of the sale of our stock may cause our stock to fluctuate because of our small and thinly traded public float. Our common stock price may rise and fall based on the Dutchess Private Equities Fund, Ltd., selling of our common stock prior to delivery of the put shares.
DUTCHESS PRIVATE EQUITIES FUND, LTD. WILL PAY LESS THEN THE THEN-PREVAILING MARKET PRICE OF OUR COMMON STOCK WHICH COULD CAUSE THE PRICE OF OUR COMMON STOCK TO DECLINE.
Our common stock to be issued under the Investment Agreement will be purchased at the seven percent (7%) discount to the lowest closing bid price during the five trading days immediately following our notice to Dutchess Private Equities Fund, Ltd. of our election to exercise our "put" right. Dutchess Private Equities Fund, Ltd. has a financial incentive to sell our shares immediately upon receiving the shares to realize the profit between the discounted price and the market price. If Dutchess Private Equities Fund, Ltd. sells our shares, the price of our common stock may decrease. If our stock price decreases, Dutchess Private Equities Fund, Ltd. may have a further incentive to sell such shares. Accordingly, the discounted sales price in the Investment Agreement may cause the price of our common stock to decline.
EXISTING STOCKHOLDERS MAY EXPERIENCE SIGNIFICANT DILUTION FROM THE SALE OF OUR COMMON STOCK PURSUANT TO THE INVESTMENT AGREEMENT.
The sale of our common stock to Dutchess Private Equities, Ltd. in accordance with the Investment Agreement may have a dilutive impact on our shareholders. As a result, our net income per share could decrease in future periods and the market price of our common stock could decline. In addition, the lower our stock price is at the time we exercise our put option, the more shares of our common stock we will have to issue to Dutchess Private Equities Fund, Ltd. in order to drawdown on the Equity Line. If our stock price decreases, then our existing shareholders would experience greater dilution.
The perceived risk of dilution may cause our stockholders to sell their shares, which would contribute to a decline in the price of our common stock. Moreover, the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our common stock. By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declines in our common stock.
8
Table of Content
OUR INDEPENDENT AUDITORS HAVE INCLUDED A GOING CONCERN OPINION AND RELATED DISCUSSION IN THE NOTES TO OUR FINANCIAL STATEMENTS.
It should be noted that our independent auditors have included a going concern opinion and related discussion in the notes to our financial statements. The auditors have included the going concern provision because the Company showed a net loss of $94,414 during the period of January 1, 2006 through March 31, 2008 after one time organization related expenses of $160,000. Although the company's assets exceed the liabilities by $22,886, the retained earnings (deficit) is $94,414. . Until such time we receive additional debt or equity financing, there is a risk that our auditors will continue to include a going concern provision in the notes to our financial statements. We may continue to incur losses as we spend additional capital to develop and market our products and services and establish our infrastructure and organization to support anticipated operations. We cannot be certain whether we will ever earn a significant amount of revenues or profit, or, if we do, that we will be able to continue earning such revenues or profit. Any of these factors could cause our stock price to decline and result in your losing a portion or all of your investment.
WE MAY HAVE DIFFICULTY IN ATTRACTING AND RETAINING MANAGEMENT AND OUTSIDE INDEPENDENT MEMBERS TO OUR BOARD OF DIRECTORS AS A RESULT OF THEIR CONCERNS RELATING TO THEIR INCREASED PERSONAL EXPOSURE TO LAWSUITS AND STOCKHOLDER CLAIMS BY VIRTUE OF HOLDING THESE POSITIONS IN A PUBLICLY HELD COMPANY.
The directors and management of publicly traded corporations are increasingly concerned with the extent of their personal exposure to lawsuits and stockholder claims, as well as governmental and creditor claims which may be made against them, particularly in view of recent changes in securities laws imposing additional duties, obligations and liabilities on management and directors. Due to these perceived risks, directors and management are also becoming increasingly concerned with the availability of directors and officers liability insurance to pay on a timely basis the costs incurred in defending such claims. We currently do not carry limited directors and officers liability insurance. Directors and officers liability insurance has recently become much more expensive and difficult to obtain. If we are unable to provide directors and officers liability insurance at affordable rates, it may become increasingly more difficult to attract and retain qualified outside directors to serve on our board of directors.
We may lose potential independent board members and management candidates to other companies that have greater directors and officers liability insurance to insure them from liability or to companies that have revenues or have received greater funding to date which can offer greater compensation packages. The fees of directors are also rising in response to their increased duties, obligations and liabilities as well as increased exposure to such risks. As a company with a limited operating history and limited resources, we will have a more difficult time attracting and retaining management and outside independent directors than a more established company due to these enhanced duties, obligations and liabilities.
LEGISLATIVE ACTIONS AND POTENTIAL NEW ACCOUNTING PRONOUNCEMENTS ARE LIKELY TO IMPACT OUR FUTURE FINANCIAL POSITION AND RESULTS OF OPERATIONS.
There have been regulatory changes, including the Sarbanes-Oxley Act of 2002, and there may potentially be new accounting pronouncements or additional regulatory rulings, which will have an impact on our future financial position and results of operations. The Sarbanes-Oxley Act of 2002 and other rule changes as well as proposed legislative initiatives have increased our general and administrative costs as we have incurred increased legal and accounting fees to comply with such rule changes. Further, proposed initiatives are expected to result in change in certain accounting rules, including legislative and other proposals to account for employee stock options as a compensation expense. These and other potential changes could materially increase the expenses we report under accounting principles generally accepted in the United State of America, and adversely affect out operating results.
DEPENDENCE ON KEY EMPLOYEES.
Our business is dependent upon our chief executive officer David Bryant, who is responsible for our operations, including marketing and business development.
Should Mr. Bryant leave our employ, our business may be adversely affected. In the event of future growth in administration, marketing and customer support functions, we may have to increase the depth and experience of our management team by adding new members. Our success will depend to a large degree upon the active participation of our key officers and employees. Loss of services of Mr. Bryant could have a significant adverse effect on our operations and prospects.
There can be no assurance that we will be able to employ qualified persons on acceptable terms to replace officers who become unavailable.
CERTAIN NEVADA CORPORATION LAW PROVISIONS COULD PREVENT A POTENTIAL TAKEOVER, WHICH COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.
We are incorporated in the State of Nevada. Certain provisions of Nevada corporate law could adversely affect the market price of our common stock. Because Nevada corporate law, NRS Sections 78.378 to 78.3793, contain provisions with respect to acquisition of a controlling interest in a corporation, it would be more difficult for someone to acquire control of us. Nevada corporate law also discourages proxy contests making it more difficult for you and other stockholders to elect directors other than the candidate or candidates nominated by our board of directors.
9
Table of Content
TAXATION OF DIVIDENDS.
In the absence of an applicable treaty between the United States and the government of the country of which a stockholder is a citizen, if such stockholder is not a United States citizen or a resident alien of the United States, pursuant to United States income tax law, all dividends payable by us on our capital stock to any such stockholder are subject to withholding rate of 30 percent. As of the effective date of this report, there is no way to determine which of our potential stockholders may be subject to the 30 percent withholding requirement.
FINANCIAL PROJECTIONS; DISTRIBUTIONS OF CASH.
Any projections and related assumptions discussed in this report were based on information about circumstances and conditions existing as of the date of this report. The projections and estimated financial results are based on estimates and assumptions that are inherently uncertain and, though considered reasonable by us, are subject to significant business, economic, and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond our control. Accordingly, there can be no assurance that the projected results will be realized or that actual results will not be significantly lower than projected. We do not intend to update the projections. The inherent uncertainties in results increase materially for years closer to the end of the projected period. Neither we nor any other person or entity assumes any responsibility for the accuracy or validity of the projections.
OUR COMMON STOCK IS THINLY TRADED, SO YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO SELL YOUR SHARES TO RAISE MONEY OR OTHERWISE DESIRE TO LIQUIDATE YOUR SHARES.
Our common stock has historically been sporadically or "thinly-traded" on the Pink Sheets, meaning that the number of persons interested in purchasing our common stock at or near ask prices at any given time may be relatively small or non-existent. As of June 12, 2008, our average trading volume per day for the past thirty days was approximately 29,150 shares a day. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable.
As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a mature issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. It is possible that a broader or more active public trading market for our common stock will not develop or be sustained, or that current trading levels will continue.
YOU MAY BE UNABLE TO SELL YOUR COMMON STOCK AT OR ABOVE YOUR PURCHASE PRICE, WHICH MAY RESULT IN SUBSTANTIAL LOSSES TO YOU.
The following factors may add to the volatility in the price of our common stock: actual or anticipated variations in our quarterly or annual operating results; government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures; our capital commitments; and additions or departures of our key personnel. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain its current market price, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.
VOLATILITY IN OUR COMMON STOCK PRICE MAY SUBJECT US TO SECURITIES LITIGATION.
The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources.
OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. Inasmuch as the current bid and ask price of our common stock is less than $5.00 per share, our shares are classified as "penny stock" under the rules of the SEC. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person's account for transactions in penny stocks; and that the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
10
Table of Content
In order to approve a person's account for transactions in penny stocks, the broker or dealer must: obtain financial information and investment experience objectives of the person; and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form, sets forth the basis on which the broker or dealer made the suitability determination; and that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
THE MARKET FOR PENNY STOCKS HAS SUFFERED IN RECENT YEARS FROM PATTERNS OF FRAUD AND ABUSE.
Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include: control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.
Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.
VOTING CONTROL OF OUR COMMON STOCK IS POSSESSED BY DAVID BRYANT. ADDITIONALLY, THIS CONCENTRATION OF OWNERSHIP COULD DISCOURAGE OR PREVENT A POTENTIAL TAKEOVER OF BUYER GROUP INTERNATIONAL THAT MIGHT OTHERWISE RESULT IN YOUR RECEIVING A PREMIUM OVER THE MARKET PRICE FOR YOUR COMMON STOCK.
The voting control of our common stock is in David Bryant, our chief executive officer. Mr. Bryant owns 39,000,000 shares of our common. Holders of our common stock are entitled to one non-cumulative vote on all matters submitted to our stockholders. The result of Mr. Bryant's voting control is that he has the ability to control all matters submitted to our stockholders for approval and to control our management and affairs, including extraordinary transactions such as mergers and other changes of corporate control, and going private transactions. Additionally, this concentration of voting power could discourage or prevent a potential takeover of the company that might otherwise result in your receiving a premium over the market price for your common stock.
THE ELIMINATION OF MONETARY LIABILITY AGAINST OUR DIRECTORS, OFFICERS AND EMPLOYEES UNDER OUR ARTICLES OF INCORPORATION AND THE EXISTENCE OF INDEMNIFICATION RIGHTS TO OUR DIRECTORS, OFFICERS AND EMPLOYEES MAY RESULT IN SUBSTANTIAL EXPENDITURES BY BUYER GROUP INTERNATIONAL AND MAY DISCOURAGE LAWSUITS AGAINST OUR DIRECTORS, OFFICERS AND EMPLOYEES.
Our articles of incorporation contain provisions, which eliminate the liability of our directors for monetary damages to us and our stockholders. Our bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could result in our incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees, which we maybe unable to recoup. These provisions and resultant costs may also discourage us from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit us and our stockholders.
11
Table of Content
OUR DIRECTORS HAVE THE RIGHT TO AUTHORIZE THE ISSUANCE OF ADDITIONAL SHARES OF OUR PREFERRED STOCK AND ADDITIONAL SHARES OF OUR COMMON STOCK.
Our directors, within the limitations and restrictions contained in our articles of incorporation and without further action by our stockholders, have the authority to issue shares of preferred stock from time to time in one or more series and to fix the number of shares and the relative rights, conversion rights, voting rights, and terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series. We have no intention of issuing additional shares of preferred stock at the present time. Any issuance of additional shares of preferred stock could adversely affect the rights of holders of our common stock.
Should we issue additional shares of our common stock at a later time, each investor's ownership interest in our stock would be proportionally reduced. No investor will have any preemptive right to acquire additional shares of our common stock, or any of our other securities.
IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED FROM THE OTC BULLETIN BOARD, WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN THE SECONDARY MARKET.
Companies trading on the OTC Bulletin Board, such as us, must be reporting issuers under Section 12 of the Exchange Act, and must be current in their reports under Section 13 of the Exchange Act, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
Item 4. Use of Proceeds.
We will not receive any proceeds from the resale of the common stock by the selling shareholder; however, we will receive up to $10,000,000 if we draw down the full commitment under the equity line of credit. We will use such proceeds as working capital for general corporate purposes.
Item 5. Determination of Offering Price
This prospectus relates to the resale of up to 10,000,000 shares of our Common Stock, par value $0.001 per share (“Common Stock”) of which 5,000,000 shares are issuable to Dutchess Private Equities Fund, Ltd. (“Dutchess”), and 5,000,000 shares are issuable in connection with our agreement with Paradise Capital Group, LLC. The Selling Security holders may sell their common stock from time to time at prevailing market prices.
Our Common Stock is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, and is quoted on the over-the-counter market and prices are reported on the Pink Sheets under the symbol “BYRG.” On June 12, 2008, the closing price as reported was $.03.
Item 6. Dilution.
The sale of our common stock to Dutchess Private Equities Fund, Ltd. in accordance with the Investment Agreement, and our common stock issuable to Paradise Capital Group, LLC, may have a dilutive impact on our shareholders.
Item 7. Selling Security Holders.
We agreed to register for resale shares of common stock by the selling security holders listed below. The selling security holders may from time to time offer and sell any or all of their shares that are registered under this prospectus. The selling security holders, and any participating broker-dealers are "underwriters" within the meaning of the Securities Act of 1933, as amended. All expenses incurred with respect to the registration of the common stock will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commissions or other expenses incurred by the selling security holders in connection with the sales of such shares.
The following table sets forth information with respect to the maximum number of shares of common stock beneficially owned by each of the selling security holders named below and as adjusted to give effect to the sales of the shares offered hereby. The shares beneficially owned have been determined in accordance with rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. The information in the table below is current as of the date of this prospectus. All information contained in the table below is based upon information provided to us by the selling security holders and we have not independently verified this information. The selling security holders are not making any representation that any shares covered by the prospectus will be offered for sale. The selling security holders may from time to time offer and sell pursuant to this prospectus any or all of the common stock being registered.
12
Table of Content
Except as indicated below, the selling security holders have never held any position or office with us, nor are any of the selling security holders associates or affiliates of any of our officers or directors. Except as indicated below, no selling stockholder is the beneficial owner of any additional shares of common stock or other equity securities issued by us or any securities convertible into, or exercisable or exchangeable for, our equity securities. No selling stockholder is a registered broker-dealer or an affiliate of a broker-dealer.
For purposes of this table, beneficial ownership is determined in accordance with SEC rules, and includes voting power and investment power with respect to shares and shares owned pursuant to warrants exercisable within 60 days. The "Number of Shares Beneficially Owned After the Offering" column assumes the sale of all shares offered.
As explained below under "Plan of Distribution," we have agreed with the selling security holders to bear certain expenses (other than broker discounts and commissions, if any) in connection with the registration statement, which includes this prospectus.
Name
Number of Shares Beneficially
Owned Prior to Offering(1)
Number of Shares Offered
Number of Shares Beneficially Owned After the Offering
Dutchess Private Equities Fund, Ltd. (2)
5,000,000
5,000,000
0
Paradise Capital Group, LLC(3)
5,000,000
5,000,000
0
(1) The actual number of shares of common stock offered in this prospectus, and included in the registration statement of which this prospectus is a part, includes such additional number of shares of common stock as may be issued or issuable upon draws under the Dutchess Equity Line.
(2)
Michael Novielli and Douglas Leighton are the directors of Dutchess Private Equities Fund, Ltd.
(3)
Jason DeOliviera is the President of Paradise Capital Group LLC.
TRANSACTION WITH DUTCHESS PRIVATE EQUITIES FUND LTD.
On June 12, 2008 we entered into an Investment Agreement with Dutchess Private Equities Fund, Ltd. (the "Investor"). Pursuant to this Agreement, the Investor shall commit to purchase up to $10,000,000 of our common stock over the course of thirty-six (36) months. The amount that we shall be entitled to request from each purchase ("Puts") shall be equal to, at our election, either (i) up to $250,000 or (ii) 200% of the average daily volume (U.S. market only) of the common stock for the ten (10) trading days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date.
The put date shall be the date that the Investor receives a put notice of a draw down by us. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The purchase price shall be set at ninety-three percent (93%) of the lowest closing Best Bid price of the Common Stock during the pricing period. The pricing period shall be the five (5) consecutive trading days immediately after the put notice date. There are put restrictions applied on days between the put date and the closing date with respect to that particular put. During this time, we shall not be entitled to deliver another put notice. Further, we shall reserve the right to withdraw that portion of the put that is below seventy-five percent (75%) of the lowest closing bid prices for the 10-trading day period immediately preceding each put notice.
We are obligated to file a registration statement with the Securities and Exchange Commission ("SEC") covering 5,000,000 shares of the common stock underlying the Investment Agreement within 15 days after the closing date. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 90 days after the closing date. We shall have an ongoing obligation to register additional shares of our common stock as necessary underlying the draw downs. The Agreement does not impose any penalties on us for failure to meet either the 15 day or the 90 day obligation; however, we shall endeavor to meet both such deadlines.
TRANSACTION WITH PARADISE CAPITAL GROUP, LLC.
On May 1, 2008, we entered into a Consulting Agreement with Paradise Capital Group, LLC (“PCG”), by which PCG would provide various financial communications services for a period of 1 year in exchange for 5,000,000 shares of our common stock.
Item 8. Plan of Distribution.
Our Common Stock is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, and is traded on the over-the-counter market on the Pink Sheets under the symbol "BYRG." As of June 23, 2008, our common shares were trading at $0.035 per share.
13
Table of Content
The shares may be sold or distributed from time to tim
Don't Buy or Sell on my info
**Ballpark** would be 4-6 boats since they are around 100-150 thousand or they could have sold many more then that and done it for a cheaper rate being that they may of not fully rigged them up.
Don't Buy or Sell on my info
Exactly plus BUYOUT could easily be a penny per share so then what does it matter how many boats they sold or didn't we all MAKE a penny per share on our invested money down here under .001
Ok so now you agree it was from boat production? You just said, Now I believe my post was about current 2008 boat production,
However your previous post is IMPLYING it's not from boats here you said, Youse seen the $600,000.00 number for the first quarter and 'speculate' it might be boats. Youse did notice MRS HERNANDEZ, didn't say nothing about boat production, or boat sales either. Once again, a CEO that can't be pinned down through an official PR.
--------------->>NOW FOR THE FACTS AND TO CLARIFY
Latitude Industries, Inc. Exceeds $600,000.00 in Powerboat Sales Since January 1; Projects Total 2008 Revenues of $6 Million
Wednesday May 14, 10:30 am ET
Don't Buy or Sell on my info
Speculate? LOL here FACTS just read the headline, Exceeds $600,000.00 in Powerboat Sales Since January 1
Here you go again in the news, These sales have been generated from the Miami International Boat Show and Texas International Boat Show
Where it says powerboat that stands for "boats" as I just wanted to clarify your post saying, Youse seen the $600,000.00 number for the first quarter and 'speculate' it might be boats. Youse did notice MRS HERNANDEZ, didn't say nothing about boat production, or boat sales either.
Don't Buy or Sell on my info
"SOLID NUMBERS" for you here, Latitude Industries, Inc. Exceeds $600,000.00 in Powerboat Sales Since January 1; Projects Total 2008 Revenues of $6 Million
Wednesday May 14, 10:30 am ET
http://biz.yahoo.com/iw/080514/0397096.html
Hmmmmmmmmmmmmm now by ready that it would easily tell me as a large investor that the company has booked $600,000.00 US in boats being sold Since the beginning of 2008 up until Mid May, 2008 and looks to have a much more rapid increase in sales and earnings for the later half of 2008.
Simply easy facts and numbers. Considering your post looked as though to confuse a new investor here I just wanted to point out the simply and easy facts for one to digest.
100% Correct Honda went after LTDI and Chose them. This is a MAJOR plus for us longs imo.