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I spoke with IR at scmi last week. There is such an enormous level of, not only opptimism in the company, but pure excitement about the companies future...I sure hope they offer up some solid news at this weeks meeting.
take care,
TBB
Would anyone be surprised if we don't have the annual bounce at the shareholder meeting? This year trading strategy is probably going to be somewhat different then in the past. I wonder if we don't see any "REAL" upward momentum until the merger btw mmxt and scmi has a binding letter of agreement versus letter of intent.
All food for thought...
TBB
L-2 via Alphatrader has 13K plus shares traded...4000, 1,500, 4394X2, 500 and a new post of 5606X2.
Question...the 4394 block of shares traded this a.m. has been counted in today's volume twice...did it legitimately trade twice? Rather did someone buy it and then turn around and immediately sell it for that .003 spread. For that block to have counted twice, as it did, it would have had to go thru 3 sets of hands. I see this a lot on this stock...what gives?
TBB
what do folks suppose an exclusive deal with Apple/iPod would do for the SCMI/MMXT share price?
IMO such a deal would translate positively for SunComm and MediaMax. I realize it's some years later, but do any of you recall when NVDA and MSFT joined forces? That investment saved my portfolio during the late 90's downturn and recessionary period. The deal meant a $20 or so initial "pop" and 3 splits within a relatively short period of time.
Also, think back to when siri was trading at 18 cents. I remember laughing when a family member who happens to be a semi-truck driver told me I should get some shares because all the truck drivers were using it. I though he was crazy!!! I didn't buy siri at that level, but did at $1.80 and was/am still very happy with my investment.
In the case of scmi, i feel fortunate to be savvy enough to get in at it's current pps and in doing so, have "LOADED" the boat, house, etc. etc. with shares...LOL
Good luck to everyone...
TBB
.282 was the pps on the last trend up before we trended down and now in to our current upward trend. For a complete "novice" in TA, would it be somewhat appropriate to assume we touch down to that price here in the nearterm?
much much thanks.
threebabiesbusy
aka. TBB
When I spoke to IR about 4-6 weeks ago...she said they were in daily contact with Apple...sounded very enthusiastic when she spoke of them.
An apple IPOD announcement would be huge for the company...imo.
Is SCMI still holding it's annual shareholder meeting on 4/29?
much thanks.
tbb
My level 2 shows "0" trades today for qtig...HALTED???
GREAT Post from the RB website.
Reverse Mergers Info:
From another board
Going Public by Reverse Merger
In 1970, with no cash and in an exchange of stock, Ted Turner gained control of publicly traded Rice Broadcasting (WJRJ-TV) using a little known maneuver called a reverse merger. Virtually insolvent, but with a bold vision and control of a public company, he was able to tap the capital markets of Wall Street. His stock in the former Turner Broadcasting System (TBS) now Time Warner (TWX) is worth over three billion dollars.
In February of 1996, Wall Street's top woman Muriel Siebert, who in 1967 became the first woman to buy a seat on the New York Stock Exchange., took her brokerage firm Muriel Siebert & Co, Inc., (SIEB) public through a reverse merger with J. Michaels, a liquidated Brooklyn furniture company.
The legendary Arman Hammer invested in a public shell company in the 1950's and created an International company with 14,300 employee's worldwide and operating revenue of $10.6 billion in 1996. It's known as Occidental Petroleum Corporation (OXY).
Reverse Mergers bring Public Shell Companies back to life.
Companies usually go public by finding an underwriter and filing a Registration Statement with the Securities and Exchange Commission (SEC). An alternative method of going public is to effect a reverse merger into a public shell company.
When the reverse merger is complete the operating company that wants to be public is merged into the public shell company. The public shell company is the legal surviving corporation. The name of the public company is changed to the name of the former private company and the controlling shares are transferred to the officers of the former private company. The net effect is that the former private operating company is now public with the same business, officers, directors with its shares being traded on the over the counter (OTC) Bulletin Board or on NASDAQ. The old shareholders of the public shell company also benefit; their old worthless shares now have value.
Reasons to Go Public
The public company achieves liquidity for its shareholders through the OTC Bulletin Board or NASDAQ. Insiders "controlling shareholders" also achieve liquidity under Rule 144, which allows control people to sell, unregistered stock under certain conditions. A public company can use its stock to purchase other companies, collateralize loans or reduce debt in exchange for stock. Employee stock option plans also increase incentive.
The capital markets of Wall Street could open to the company through private placements and secondary stock offerings once the market for their shares is established. Capital can also be raised through Reg S, offerings to foreign investors. Under certain conditions free trading stock can be created to reimburse for services rendered, under an S-8 Registration.
Why Shell Mergers?
There are four major advantages of a shell merger. It is a less expensive method of going public, and if the shell has capital, you will know before the shell merger precisely how much equity you must give up for that capital. In the traditional IPO, you do not have assurance as to how much capital you will actually receive until the effective date of the IPO, after you have already spent a substantial sum. After the merger, the existence of a public trading market in you company's stock is a very useful in attracting additional capital, since the market provides immediate liquidity for the investor. And finally, if the shell has a tax loss carryover, that carryover, subject to significant limitations, may be available to shelter the taxable income of your business.
Reverse Mergers with Public Companies
ADVANTAGES
· Saves Time - Less time than doing an initial pubic offering ( IPO) - 3 to 4 months versus 6 to 9 months at minimum.
· Saves Money - Total costs of $100,000 to $150,000, usually under the $250,000 or more of a traditional IPO, plus no underwriter commissions or fees.
· Saves Legal Hassles - The legal work is considerably less than an IPO.
· Private Fund Raising - Can be completed prior to the registration.
· Public Fund Raising - Can be initiated after the initial registration is complete. This may result in your receiving more money at higher valuations.
· Acquisitions - Can be made for public stock after your public company starts trading.
· Convert - debt to equity using stock.
· You Don’t Have To Be Sexy - Most IPOs need to be in an industry with public investor sex appeal. Any type of company can complete a merger to become publicly held.
· Liquidity - Investors can buy and sell your stock, original investors have an "exit" for their investment.
· Incentives - Management incentives via stock bonuses/options and to attract and motivate employees are more powerful using public company stock.
· Control - You and your current private company shareholders will generally own a large majority of the public company.
· Prestige - Publicly traded companies are held in higher regard. This visibility reinforces marketplace and financial standings.
· Growth - Grow through acquisitions using stock instead of/or in combination with cash.
· Estate Planning - Assists in establishing stock values and the value is easily monitored.
· Exit - Provides inside investors with a known exit.
· Higher Valuation of Stock
· Foreign Companies - Reverse mergers are a simple way to obtain control of a United States publicly traded company without subjecting your foreign operations to U.S tax. (Venture Associates offers confidential service to all foreign firms.)
DISADVANTAGES
· Confidentiality - Complete financial disclosure is required to become publicly held.
· Public Reporting - Reporting expense is greater because of the need for full disclosure.
· Dilution - Owners give up some equity percent.
· Time Involvement - Management must devote additional time to public company operations
· Liability - More company visibility brings a higher level of liability exposure.
· Expense - Higher costs of regulatory compliance for audit, legal and investor relations.
What Do You Need?
· Comprehensive Business Plan - to present to potential investors and market makers
· Strong Management Team - public investors demand strong management teams
· Convincing Marketing Plan - indicating good sales growth
· Product or Service - which shows a good growth potential
· Financial audits - SEC qualified audited financial statements for your prior fiscal year
· Legal counsel - qualified to deal with regulatory compliance
Securities and Exchange Commission (SEC)
reporting and audited public shells are available from many sources
A Reverse Merger with a public corporation allows you to:
· Have all your shares registered and free-trading in the merger transaction
· Know exactly who owns the "Public Float"
· Keep up to 90 to 95% of the public company for your shareholders
· Comply with all NASD Bulletin Board listing requirements
· Have a trading symbol per your designation
· Be registered with EDGAR at the SEC World Wide Web site www.sec.gov
Many Reverse Merger candidates have the following corporate structure
· Authorized Common Shares - 50,000,000 or more
· Issued Common Shares - 1,000,000 or fewer
· Authorized Preferred Shares - 20,000,000 or more
· Issued Preferred Shares - few if any
· Assets - -0-
· Liabilities - not greater then assets
· Financial statements audited by a SEC qualified accounting firm
The Step-By-Step Process
Operating companies are best, however, many start-ups can also qualify for a Reverse Merger. What follows is a simplified step-by-step guide for completing a Reverse Merger including time frames.
Step 1 - - Locate an existing public shell corporation. Be prepared to generally and briefly outline your current status and goals for both the company and on a personal basis. After a review of your project and its potential qualifications to be publicly held, prospective public companies and consultants who specialize in the process, may assist you.
Step 2 - - Sign a Non-Disclosure/Non-Circumvent agreement.
Step 3 - - Have or be prepared to develop a written business plan and audited financial statements. (You’ll have to have these to complete the merger process and to identify market makers for your stock after the merger, and to obtain additional financing).
Step 4 - - If the public company or consultant agrees that your company is a suitable candidate for a reverse merger, they will provide you with details:
* Shares authorized, issued and outstanding, number of shareholders, state of incorporation, percentage and number of public company shares available, audited financial status, legal standing, and transaction timing.
Step 5 - - An appropriate reverse merger agreement or plan of reorganization will be prepared which may include an initial commitment fee often ranging from $30,000 to $50,000. The merger partner will send you a due diligence questionnaire and a list of other requirements for you to begin working on.
Step 6 - - Once the required information is assembled and processed, the documentation filed and the merger is completed, you will receive full control of the merged company and all legal documentation. Of course, as a public company you will also assume the responsibilities associated therewith.
Commonly, a Reverse Merger will include the following:
· A. Minute book of the merger partner - updated to closing
· B. Articles of Incorporation of the post merger corporation and receipt of filing
· C. By Laws
· D. Resolution of transfer
· E. Resignation letters from existing directors
· F. Filed Articles of Merger
· G. Attorneys Opinion Letter attesting to the validity and condition of the public corporation
· H. Attorney's letter attesting to the completion of the merger
· I. Audited Financial Statements
· J. Selection of Stock Transfer Agent
· K. Stock certificates representing shares issued to your shareholders in the merger with the public company
· L. Current stock transfer record (updated to closing date)
· M. Completed filing with the SEC
Step 7 - - The following post merger items will need to be addressed:
· A. Identification of Broker/Dealer to become the initial market maker for your company's stock
· B. Gathering information and the completion of Form 15(c)211
· C. The filing of Form 15(c)2-11with NASD -by all market makers trading the company's stock
· D. NASD review of Form 15(c)211 prior to trading and request for a trading symbol
· E. Identification of a Financial Investor Relations firm - as needed
· O. Identification of a Public Relation Firm - as needed
** Total costs for completing a reverse merger depends on a variety of factors including your costs to obtain audited financials, the complexity of the transaction, and the nature and history of your company's business. Recent staged-payment total acquisition costs for reverse mergers have ranged from $100,000 to $150,000 (plus audit fees and your company's legal counsel.)
NOTE:Venture Associates may be compensated in cash, stock or a combination for consulting with private companies or acquiring companies in reverse merger transactions.
Shell Shock Going Public Gets Tough
By Rebecca Ramsay
The sound of slamming doors can be heard around the nation as the SEC and Nasdaq launch a new initiative to regulate companies wanting to go public. Small companies could save thousands of dollars and months of waiting on legal paperwork by merging with a shell company, a process that was not exactly legal, but not exactly enforced. Today, that process has come to a screeching halt thanks to a letter from the SEC's Richard Wulff in January.
A letter stating that small private companies wishing to go public through a reverse merger into a blank check, or shell company, could be denied. Some companies may already have paperwork on hold by Nasdaq without knowing why.
A blank check company is basically an idea on paper for a company with no assets, no income, no business plan and no products. But what it does have is permission to trade on the open market, amassing a solid shareholder base and free trading stock - an asset worth more than gold to these small private companies, which need fast cash infusion to get off the ground.
Protecting the Public
According to SEC officials, too many incidences of shell fraud were hurting investors, who lost the liquidity in their investments. Both the SEC and the investors were unable to differentiate between real operating companies and fake shell companies. Subsequently, these small companies must now fully register all shares with the SEC, a process that can delay a company's trading status for up to a year.
On Nov. 1, 1999, Ken Worm, of Nasdaq's Small Business Division, asked for guidance on this matter in a letter to the SEC's Richard Wulff. In a reply letter dated Jan. 21, 2000, that has just now surfaced, Wulff's letter has enraged the promoters, public relations firms, lawyers, small-cap companies and OTC BB community.
Because of the severe manipulation of the already trading companies, known as shells, the SEC is now actively enforcing its stance against the issuance of freely tradable shares that have not been registered with the SEC.
Instead of preventing scam artists from misuing shells to sell shares of nonexistent companies, the government has stopped the blank check shell filings altogether.
Ultimately, this enforcement by the SEC could clog the
pipeline to shareholder funding, which forces the small company to file an IPO - a process many entrepreneurs cannot afford. If the financial fuel of small companies is no longer flowing into the market, the consequences could be far reaching.
Unfortunately, many of the people who were hired to perform the reverse mergers for these formerly private companies, never informed the companies about the potential dangers of the shares not becoming fully registered.
Many of these small companies expecting to receive cash from investors for those tradable shares, to reward their investors, are now being rejected and may need to find alternative means of funding.
Distress Calls
How do companies now trading on Nasdaq, know if they can continue trading? How do investors know if their shares will be frozen indefinitely?
Small start-up companies created 3.1 million payroll jobs in 1998 alone. Without adequate funding, proper business operations never get off the ground. Take away or reduce the amount of small business contributions to the American economy and there could be serious repercussions. There were 500 blank check filings in 1999 and 300 in 1998. Some of those filings were from companies now worth millions of dollars.
But why now, early in the 21st Century, almost 70 years after the Securities Act, is the SEC deciding to take action? It could be connected with the latest surge in dot coms. Thousands of small companies, many born from the latest Internet craze, have acquired publicly tradable shares in three to five weeks time, allowing their ground floor investors to reimburse themselves almost immediately.
Others think it could all be due to an article that appeared in the Wall Street Journal last October about one man's ability to take 101 companies public and make millions doing it. "If anybody was so stupid as to be interviewed by Wall Street Journal for taking 100 companies public, they deserve to be locked up and put away," one securities lawyer said. "Reversing into a shell that's not fully registered is as illegal as robbing a bank."
Other securities lawyers argue that the Securities Act allowed this transaction as long as the reverse mergers were properly structured.
Will lawyers continue to fight this case for the hundreds of small companies that will be affected? Could this mess go to the Supreme Court? Are investors in danger of losing all of their money? To find out more, read the complete, in-depth story, found only in the upcoming June issue of Financial Sentinel. If you don't currently receive the Financial Sentinel, click here to subscribe - www.worldmicrocap.com .
Who holds both qtig shares and scmi shares? What are your thoughts on what happens to scmi sharesholders positions at the end of a merger?
much thanks?
tbb
Huge blocks trading on the ask....250,000, 400,000, multiple 100,000...
Hope everyone is doing well and feeling good about scmi long positions.
take care all.
tbb
Just an observation, but those of us who have rtL-2 are able to see that there are a lot of mm who have bids in at .06 and .061...i wouldn't be surprised if they manage to drive the pps down to those levels one more time before Friday's open house.
I'm in at .065 and happy about it...they could drive it to .05 and in the lt, i'd still be happy with my buy.
take care and don't get spooked.
tbb
100k position just went thru at .071. SBSH and
SCHB have both moved in on bid side. Looks like they're flipping though as they both remain on the ask as well....actually all mm on the bid are also on the ask.
Hopefully we get a sustained move up to the .08's going in to Friday's open house, which should provide us with more upward momentum.
I am taking a wild guess but I think there will be a series of pr's that will start to come out following the open house. Otherwise why would they hold it 2 months out from the annual meeting. There would be NO way to hold any gains the stock makes on news shared at open house unless there are a series of f/u news releases that help to continue our momentum into April 29th's annual meeting...
jmo...
good luck scmi holders
tbb
Neil...here's the link
http://search.messages.yahoo.com/search/messages?tag_M=scmi&fname_M=txt_main
To get there go to any "full page" mb on yahoo. At the very bottom you can plug other stocks, user id, etc. in. Type in scmi and it should come up for you.
take care,
tbb
Protection...Hi there! I sent you an email to your earlier post. I'd met my 3 post limit...it's "happy hour" right now, so I guess i'm granted a few more.
Anyhow, I spoke with Kimberly Faulkner in IR for both SCMI and QTIG. She said that there would not be a r/s and that they intend to apply to AMEX listing. AMEX requires a .50 min pps...she indicated the company did not feel that to be an issue in meeting and maintaining.
Also, said that they have been working with Apple on an almost daily basis for the past several weeks.
I have another call in to her, but she and other exec. are in an all day meeting...AND of course are closed Monday for Presidents day.
I will share anything I find out.
take care all.
tbb
Golusin and Atwell loading up with Camelot Entertainment (CMEG) stock.
http://www.sec.gov/Archives/edgar/data/1115818/000110454005000043/xslF345X02/primary_doc.xml
http://www.sec.gov/Archives/edgar/data/1115818/000110454005000042/xslF345X02/primary_doc.xml
Expect a fluff PR shortly about a deal between Camelot (formerly Dstage) and SunnComm.
I can't tell if they were options or not, it doesn't look like it to me...
What are people's thoughts about Albert Golusin? He is CFO for both SCMI and QTIG...as of 12/1/-4 resigned as CFO of Camelot Entertainment. He's recently purchased 700k shares of Camelot Entertainment.
I've read some not too flattering threads about him also.
Thanks.
tbb
Hi! I'm a new poster and a newbie to SCMI. Wanted to offer some information uncovered yesterday. Spoke with Quiet Tiger yesterday and was told that they have been working with Apple Computers on a daily basis for the past several weeks.
Also, stated they are trying to apply to the AMEX and feel completely comfortable in achieving and maintaining a 50 cent pps.
Also, if you do a scmi search on the yahoo message board, their is a poster Mr. Howard Stern/alias that keeps refering to a huge announcement to come soon..if you go to his profile it indicates he's from the "Big Apple"...could he be an employee for Apple maybe?
Hope I've been able to offer information of some interest.
Best to All.
tbb