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From a TV show blog site..
Jimmy Kimmel's show Jimmy Kimmel Live is never known for being boring but with bodyguards escorting Andy Dick off of the show on Friday it has gone to a whole new level of entertainment, now Kimmel is speaking up about what happened. The people over at imdb.com give us this on the story:
Talk show host Jimmy Kimmel has spoken out about his decision to carry unruly guest Andy Dick off his show on Friday night, confessing the wacky funnyman always makes him "uncomfortable." Kimmel called security and helped them physically remove Dick from his chat show sofa after the comic started making unwanted advances toward fellow guest Ivanka Trump.
The host says, "Andy did a segment, he was a little out of it. (When) she (Ivanka) came out, he wanted a big, wet kiss. It was time for Andy to go, so I escorted him out by his feet." But Kimmel has spoken to Dick since the Jimmy Kimmel Live incident, and he insists the comic is far from upset about his rude exit. Kimmel adds, "He's Andy. He's not upset. He's not apologetic. He's just nutty. He always makes me a little uncomfortable, you have no idea what he's going to do next."
You know, this is one of those scenarios that is really a "you had to be there" sort of thing. I am betting that there is a lot of back story that the press is not being informed of.
There are two sides to this so let’s look first at Andy Dick's: Andy is Andy, and you cannot invite a known mischief maker onto your show and then kick him off for causing…mischief. Of the two guests I am a much bigger fan of Dick than I am of Ivanka Trump. Dick, last time I checked is a comedian, and if you see the clip Andy is not doing anything too risky, he comments on her legs and tries to touch her, she laughs it off and things continue with Dick fixating slightly on Trumps attractiveness. Then suddenly he is pulled off, laughing the whole way.
As for Jimmy Kimmel...well heck I'd be nervous if my guest was Donald Trump's daughter too. Especially if Trump told me to make sure she's ok right before she went on and then I realized that Dick is going to be on the show, who is "unpredictable". And when you ask someone specifically to not do something and then they do it...well if you are in charge then you can fix the problem by removing the problem, the problem being Dick. I think Kimmel was a little gun shy, but who can really blame him for being careful when he was trying to keep Trump's daughter safe?
When there is a Dick in the room pretty young girls are always at risk.
To see the clip of Andy Dick being removed click here.
I'm in Mich ... ordered up the Trump online.. was here in 2 days..UPS ..
not sure if it will be possible,,but i'm going to go down to Ford Field to maybe catch a glimpse of the trumpster at wrestlemania and get him to SIGN a Bottle of the Vodka.. Preferrably the 24K Bottle if they are selling by then...
later
mj
FWIW.. Bevmo seems to have reloaded a little..
only had 1 available yesterday ..back to 7 now..
mj
Good Day...
Kinda funny back a few weeks ago a .06 gain would cause a little stir on this board..now its sorta ho hum..:) not much posting at all today..and up about 2%. Are we spoiled yet?. I'm lovin it..That closing price keeps inching up..without news..
later folks
mj
thankx for the info..sounds good to me...
I have checked out a couple of boards that follow reverse mergers and shell stocks..and no one seems to cover this one..is that because of the previous attempts at mergers?..From my understanding the companies that uvcl was negotiating with weren't all that great..losing money even..I would see this as a positive for the shareholders..granted their money would be tied up longer..but atleast it would just be tied up and not lost..let me know if i'm off base here...but it seems to me the neglect on this stock is what allowed me to get my shares..."one mans loss is another mans gain??.".
mj
my fault fridge..on the DWB thing..
i tried to get on that site all weekend ,,and very early this morning..kept getting message about the administrator or something..either way its obviously back up..lol oops
mj
Yea pretty much same here..I don't have that many shares probably compared to you all..I have..47000 ... I would have to think that Pure is certainly negotiating something with someone..being that they are tight lipped..Im just hoping UVCL is the main candidate..Hard to guess what that company would be worth if the merger goes thru.. either way it will be up from here..but I've seen folks saying that if it does go thru it won't go up that much..I have a hard time seeing how that is possible..look at some of the other merger deals..with less identifiable companies doing less in revenue...and if they are profitable..I coudln't see them diluting much..if at all.. heck they pushed cshd up to 4 on hype..lol .. do you all have a take on where this may go,,i'm having a hard time..i'm guessing between a dime and 10$..lol help me out a little here..
mj
wow is anyone still around?..
every uvcl board is like a ghost town..
time passing and not seeing any indication of heavy selling..if anything maybe some buying..
Does the DWB board even exist anymore?..
later
mj
help me out a little here..
is arca looking to pick up decent block (20) at .52 but no one is selling ???
got that now.. wth..is arca about to start the race one way or the other??..
mj
good morning folks..
interesting spread...40 .50
anyone seen scoreddub?..does he use a new alias?
sneakypeaky perhaps?..
happy trading..(or holding)
mj
Ok 1st big bottle of Trump has arrived. Fast service from NY to Mich.. 1 shot down for me and one for Mom and Gramps.. I'm not a drinker by any means so i'm not the one to ask..but for me it was good..thought it would scorch me alot worse than it did. Surprising. I will be trying mixed later on... Gramps being much more experienced in the drinking arena gives it 2 thumbs up..we all have shares over here.. Ready for an interesting year to say the least..
later folks
mj
Do we have any idea which episode??..
I'd be hoping they would have it set back a few weeks to let the rollout unfold a little more...
mj
Well ok then Smart@zz my bottle is number 5753200028 ... we're all rich.... thank you for you time...
drive thru...
lol
later
mj
just recieved my 50ML bottle of trump in the mail. (a computer stand decoration). noticed the bar codes on the bottle..
anyone out there have a case of the big bottles they can look at where the bottles are numbered sequentially and see if theres anyway to tell how many bottles have been made?/
probably already been covered but figured i'd throw it out there..
later all
mj
Last one..lol found this..
Advantages of a Reverse Merger Versus an IPO
Lower Cost – Reverse mergers usually cost significantly less than an IPO. Total costs can be much less than $1 million, depending on the cost of the shell and whether or not the private company has already completed proper audits of its financial statements. In fact, it is not unusual for a reverse merger to cost less than $200,000. An IPO, on the other hand, is much more expensive, costing at least several million dollars before factoring in underwriting commissions to those raising IPO capital.
Speedier Process – Prior to the SEC’s new reverse merger rules enacted in June 2005, most reverse mergers involving legitimate players completing proper due diligence and negotiation of documents were taking two to three months from start to finish, and it is estimated that the new rules should only add about one month to most transactions. Since passing the rule, however, some deals in my shop have been completed in as fast as six weeks (though this is not the norm). In contrast, a typical IPO takes 9 mos. to a year to complete, and can easily take longer.
No IPO Window Necessary – Sometimes there is no market for IPOs, and during these times the IPO “window” is said to be “closed.” That window slammed shut following the tech crash in 2000, and has only re-opened slightly, and mostly for larger companies.
Much Less Management Attention Required – Most senior executives do not realize what they’re getting into when they pursue a traditional IPO. Endless domestic and international travel, due diligence meetings and late nights at the printer are the norm, and a year away from building the business while pursuing an IPO can damage a company’s ability to execute its business plan. Reverse mergers need significantly less attention by management than IPOs, though, because the transaction is quicker and less complex, and most of the work can be handled by a capable CFO working with counsel and auditors.
No Underwriter - An underwriter's main goal is to make a company look just right to for an IPO to potential financers, which can be different from management's vision. Underwriters are unnecessary in the reverse merger process.
No Risk of Underwriter’s Withdrawal – One of the riskier aspects of an IPO is that an underwriter can decide to terminate the deal or significantly change the share price of the offering at the last minute, meaning that much of the success of an IPO depends upon the state of the market during the week that the stock begins to trade. No underwriter means reverse mergers are not market-sensitive.
Less Dilution – Because an underwriter is paid based on how much capital is raised, too often in an IPO the underwriter essentially forces the company to take more money than it could possibly need. Because less money is raised in funding a reverse merger (and there’s no underwriter driving the financing), there is less dilution, allowing a private company’s management, founders and prior investors to retain a greater percentage of ownership of their company.
Labels: IPO, Reverse Mergers
Another Read..
Tip of the Week - Beware Footnote 32
As mentioned in my book, a tiny footnote in the SEC's rulemaking on reverse mergers in July 2005 essentially invalidated, in my mind, a large number of publicly trading shells. Sometimes a "company" (sometimes an actual tiny business and other times an entity alleging it is a start-up) completes an IPO or other going public event with the plan to either shut down the business or transfer it back to the promoter upon a merger with a real operating business. If that intention is not disclosed, that company is deemed a shell company under SEC rules from day one. There are a number of implications of this, but in my view this is fraud, plain and simple and I urge clients to stay away from shells which might contain these characteristics.
Why do people do this? Because SEC Rule 419, passed in 1992, makes it extremely difficult to complete an IPO of a blank check or shell company, and never permits trading in the shell's stock prior to a merger. If you intend to be or are an operating business, even a start-up, Rule 419 does not apply to you and you can go public and start trading, which rather dramatically increases the market value of the shell. Thus savvy promoters sought an end-around this rule through this tactic.
Here are the telltale signs of a "footnote 32 shell:"
A start-up or very early stage company is doing an IPO or other "going public" filing and allowing shareholders to resell their stock in the public market.
The filing is completed less than one year after the company is started.
The IPO is seeking to raise very few dollars (maybe $100,000), and may actually raise even less.
Management of the "company" has little or no experience in the supposed business they are entering into or has experience in the securities or consulting business or other area of Wall Street.
Sorry to say this, but the company claims to be based in Utah, Nevada or Canada.
Sorry to say this, too, but the company intends to be engaged in a business relating to oil, gas, mineral rights, or to own rights in entertainment projects that are not yet developed.
The officers, directors, large shareholders or consultants of the company have done it multiple times before.
Of course not every company with these characteristics is a sham. The SEC has told me they are stepping up enforcement efforts on these shells. The fact that the SEC let a footnote 32 shell go public should NOT be taken as an assumption that the shell is "bulletproof" after a reverse merger. In fact, we hear of comments being received after a merger in connection with a subsequent registration of shares, where the staff is questioning issuances and transfers of shares in the shell prior to the merger under so-called "Worm/Wulff" analysis. Here the staff, after the fact, is suggesting the entity was always a shell and did not declare itself as such.
Why do we care? There are two sets of victims of footnote 32 shells. First is anyone who trades the stock not knowing that the real intent is not to be in the oil and gas business but find a merger, reverse split everyone 1 for 100 and be part of a biotech company. Second are all the legitimate players in the industry who wish to create shells for their own use the proper way and are not permitted to have those shells trade prior to a merger. I applaud all efforts (1) for the SEC to go after these fraudsters and (2) for practitioners to stay away from these very risky vehicles.
Labels: SEC
No..I didn't realize that..But nothing really surprises me anymore at this level.. After watching ..and riding CSHD from .20 to 1.05.. I have learned a lot from Rufus Paul Harris..LOL..and lucky to have gotten out of that mess with a good gain.. I am always the skeptic,,but the gambler at the same time..I just try to protect myself as much as possible.. I do own shares here..
Maybe crazy..but i even considered the possibilty that UVCL ceo caught wind of Pure Romance negotiating something with another company..and new that if any uvcl holders called the company..Pure would answer no comment or whatever..cause they were dealing with something else..but would spark some action on the UVCL side because uvcl holders would consider it "their" Merger..
But who really knows..theres always the thought..."what if"?..
stock is definitely holding its breath at this point..not much either way..those in are staying in..those watching are waiting for a final deal before they jump in..and people that are in are looking for the first sign of going either direction so that can react accordingly..
(place your bets)..
mj
Decent Read here..
To: Clients and Friends of Feldman Weinstein & Smith LLP
January 26, 2007
I just got back from listening to David Lynn, Chief Counsel of the SEC’s Corporation Finance Department, discuss the Staff’s new interpretation of Rule 415 for non-shelf eligible issuers (below $75 million float).
What you need to know:
The issuer can register up to one-third of its pre-deal public float at one time.
There may be certain situations, however, where companies seeking to register more than 10% of the float on behalf of a particular investor may be restricted from doing so, or other limitations below the 1/3 threshold may be imposed if the staff has other reasons to think an investor is an affiliate (certain covenants in debt deals may create this impression, as will deals where the investor is only registering 1/3 of the float but has purchased substantially more than 1/3).
The SEC will consider, on a case-by-case basis, allowing more than 1/3 of the float to be registered. This goes back to the six Telephone Interpretation D.29 factors. They will be MORE inclined to let a larger number of shares be registered if the deal is common stock or a non-resettable fixed price convertible, and if there are a larger number of smaller investors; and LESS inclined with a toxic or resettable deal or a deal with fewer, larger investors.
Contrary to some press reports from an SEC conference in San Diego, once the first registration statement is effective, the company can file a follow-on for an additional 1/3 of the pre-deal float the LATER OF 6 months after the effective date of the first registration statement, or 60 days after “substantially all” of the registered securities have been sold. This means that investors may be forced to sell out their position sooner than they would wish to in order for the balance of the deal to get registered. Mr. Lynn acknowledged after questioning from the crowd that this was not their intent, and that they may have to “reconsider” this element.
If the company does another deal for another purpose (acquisition rather than working capital) while the first registration is out there and yet not used up, they will not block the second registration. They will be looking for overlapping investors, and the issuer will need to show that the deals are unrelated. Mr. Lynn said that they had nothing against an investor who understands the company re-investing but they are looking for “structured” deals which attempt to hide that the investor is an affiliate. Query how this may impact rights of participation.
Shell mergers: they don’t have a special rule, but acknowledged that there is no float, so they will let issuer make its case for a useful number of registrable shares on a case-by-case basis. [Feldman comment: this is a positive thing for reverse mergers.]
Equity Lines: no new guidance, assume an equity line can be registered for no more than 1/3 of the float.
New disclosure rules, which have been circulated in at least one comment letter, will require that each investor disclose, among other things, how many shares it shorted pre-effectiveness and when.
later
mj
Tax Loss Carry Forward ...
Additionally, many shell companies carry forward what is known as a tax-loss. This means that a loss incurred in previous years can be applied to income in future years. This shelters future income from income taxes. Since most active public companies become dormant public companies after a string of losses, or at least one large one, it is more likely that a shell company will offer this tax shelter.
It is highly unusual to preserve any benefit from the tax loss carry forward in a shell company. The tsx regs. normally reduce the loss carry forward by the percentage of the change in control. In a well structured reverse merger the private company should end up with 95% or more of the stock after the merger, thus reducing the tax loss carry forward by this amount for greater
http://en.wikipedia.org/wiki/Reverse_merger
Wasn't the alert supposed to be sent to the average Joe subscriber in the 3rd week of Jan?..Could it be they are waiting on the quiet word about the completed merger prior to releasing..so the 2 might coincide back to back and they look like geniuses ,,?..just a thought..looking for some reasoning here..
mj
Hey jjack.. .I'm in Mich too..downriver.. called the duty free store on our side at the bridge on Friday..At that time the girl checked and said they didn't have it ,,and she would not know when..She said stuff just shows up there..they don't see an order list of whats coming I guess. Post to the board what you find on your trip over..
later
mj
Umm.. yea pencil me in for the 100:1
I'm in for 100$ on that offer
thanx for the cheapies today..
MJ
MY Guess Is...9.69
Don't worry chief,,(not that you would be)..but i'm not looking to sell..
1. you seem to be in the know on this buying going on..cause its obvious someone is buying huge and u seem to know when.. last week we did like 1.2 mill on a day without a news release..and your am Message.."Our Day" before the market opened..spoke volumes about what u know..I have not and will sell one share until this plays out.
2. I'm looking for a good entry point for some Investors..no quick flips here..but you know percentage points are percentage points..so just trying to get a read on whether the buying on slaught continues by the men behind the curtain..
Not trying to stir ya up or anything..lol..i've enjoyed reading your posts along with a few others on here for over a month now..
thanks
mj
hey folks..i'm just trying to round up some info on this company.. I'm trying to get the correct share structure here..someone here said that it was reverse split and that took it down to a 2 million float..but according to this..that split took it to the 20 mill shown in the ibox.. correct me if this is wrong..data is from pinksheets.com..
Estimated Market Cap: Not Available
Authorized Shares: 100,000,000 as of 2006-08-22
Float: 20,500,000 as of 2006-08-22
Number of Shareholders of Record: 62 as of 2006-08-22
Current Capital Change:
shs decreased by 1 for 100 split
Ex-Date:
Record Date: 2006-08-10
Pay Date: 2006-08-18
The float above is shown on 8/22 after the paydate of 08/18.. so it looks to me the current float is still 20 mill..which isn't bad..but far from 2mill.. help me out here..
thankx
mj
Scoredub..??
Whats your take on tomorrows action?..Does the buying continue..?..don't think they have that 5mill yet...
thanx in advance..
mj
Is this the new spoksperson for Trump Vodka?..
lol
bottoms up..
watching it now...
mj
Sorry if you all,,all ready know about this..I just got home from work..but there is a 24 minute sneak preview clip of the first episode of the Apprentice floating around..it was on my yahoo homepage...
later folks..
mj
Whats up folks??
I'm still having a hard time understanding how this story is staying so quiet?..Seems crazy that this stock isn't top 5 on ihub every day..instead of the obvious scams that are followed..Don't get me wrong I'm actually glad that it isn't followed more,,keeps alot of the non sense off the board..but still seems kinda strange to me..Also on the lion board on a few posters total ..This has the looks of being the best kept secret in a long time..Is it just because the loyals here don't go around pumping the stock on other boards?..I've enjoyed reading this board over the past few months..There is some very good DD posted here..I'm not in as low as most of you,,but i'm in all the same along with a few other folks that i know...looking forward to a crazy 2007 ..Just hard to believe the following of this stock isn't Bigger..Oh well..guess it will be one of those that jumps to 10$ and everyone will wonder where the hell it came from...
Good Luck Folks,,(dont think you need it here)
but with the rest of your trades..
later
mj
message to the board..
could someone help me out here...
are the blocks that show on my level II
in thousands?.. 5's all the way down..not sure
if those rep 5k or 500
thx
mj
Does Anyone know if its possible for an average Joe like myself to score one of those gold collector bottles??>.
thx
mj
question for the board,,,
Sorry if this has been covered and I missed it.. but from what I understand right now you can't advertise the hard drinks on TV..is that correct?..If it is..can it be on the apprentice show on national tv?.. any help here is appreciated..and How can I go about getting one of those real gold bottles??..is it possible.?
thanks
mj
ah looks like same thing that was just on..
mj
Just saw small ad at the top of screen on CNBC..something about anyone care for a trump-tini.. on at 1am est.. was hoping for this to stay down for about 3 more days..lol
dammit..shhhhh
later
mj
Would you all say that contributed to the quick upswing over the last 7 or 8 days..?
or would those shares not show on the public trading of the stock?..
mj
Ok,,good to go..thanks
mj
Having trouble getting the link to work on the (Fund Purchase)..
any help here is appreciated...
mj
WHats up folks..
Stopped by my local CC in michigan and sold a sub to the sales GIRL..LOL no joke..easy sell..after talking for a few i told her about the service and she was bummed when the account she just signed up for thru ..umm..lol i forget,,didnt do games..she was like i'll probably sign up this...GNF.. This freaking service basically sells its self. its rediculous..I told her,,it seems like you guys would be advertising this service all over..and she was I know we should be..Geezz..lol
Oh well my tidbit for the day...however on the bad side..I don't think one case left the pegs from last week,,unless they fill them quickly.. ouch..
later folks..
mj