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Bill, that's not the "only rational explanation"
of volume, far from it! The reaction to the (IMO crummy) PRs was a 1¢ fall in price before the "big Volume" trading.
There's probably still some tax selling as investors offset gains with no intention of buying GFCI back - ever. If the "printing presses" were active as well it would help drive the price down. Instead we see support at ~6¢ while millions of shares change hands.
Where are the buyers coming from? I don't think that short covering can explain it. Someone's accumulating or swapping a position through the market IMO. Remember March 10th when millions of shares changed hands at ~20¢ for no particular reason? This could be a similar event.
best2
He should enjoy his triumph while it lasts EM
Dr. Bill, The point of the myth is:
How much cash could a basher stash
If a basher just bashed trash?
When the trash has crashed the basher's stash
Is hardly worth the effort
best2
Hi 6391, I was sincere in this part
"I am personally looking forward the the blessings from the FVF reverse split that will catapult the company into AMEX qualification status."
I think that the FVF and share exchange to Universal should produce some trading opportunities. The stock seems stuck in a narrow (& slowly declining) range for now.
Seems that the bashers have not really thrown in the towel. They keep getting more ammunition from Grifco PRs. Anyone imagine that Mike King is working both sides of the street like short sellers or Trans Global Funding(stock loans)? The PRs are atrocious.
Some kid in Texas boasted on his web page "I currently am the Online Marketing/Sales Director for Trans Global Funding and Pitboss Entertainment Inc." (a Jarvis Co.) so there are connections all around.
best2
Glad that the bashers have quit
and thrown in their soiled towel. With the exciting roll up into Universal the job is done.
No doubt we can expect nothing but steadfast advances which will delight and amaze those fortunate enough to hold even a modest stake in this unique company. I am personally looking forward the the blessings from the FVF reverse split that will catapult the company into AMEX qualification status.
best2
BBB, are you talking about Grifco management?
I saw the meeting notice and heard about the body guards - has Mr. Dial really gone off the deep end?
When I saw the meeting notice I realized that the whining, demanding, impertinent, shareholder "control Group" could be threatening Mr. Dial's iron control and causing him great distress. From the text, he seemed fearful that he could lose control of the company. The points in the notice about critics working in concert with short sellers seemed almost paranoid, but I had hoped he could keep it together until the merger went through.
What did he do now? What "Mad Children" - is he associating with the Jarvis Group again, or has TTII pulled a fast one? What "practice"; "Where in the world" - you mean something's happened to Libya?
Please clarify
best2
Bill, I didn't call anyone either
Haven't spoken to anyone from the company (or I.R.) since May. If there is an e-mail ring (Mr. Dial's "control group" in the meeting notice) I don't have any knowledge of them, much less communication with them except by posting here & on R.B.
I hold 22K shares and consider the holding a dead money, long odds gamble. If what you have surmised about the company is true then insiders must now be scurrying around to set their snares and then generate excitement in the penny players for the TTII offering.
TTII is the empty shell and Grifco has the value. How much value is unknown. I'm just guessing ~$2 million operating income/yr in order to interest Tree Top.
You haven't responded to my points in post #8006 - any thoughts?
best2
Sorry 10Bagger, the basis for my guess
about $2 million in operating income is not entirely of this world
Here's what happened.
I re-read some of BBB's posts here and on R.B. and then I ate an entire sack of hot sliders for dinner. While sitting on the couch afterwards I entered a mental trance and had a vision of Jim Dial and Jerry Swinford standing in an office.
In my dream, Jerry was crying and Jim had his arm around Jerry's shoulder while holding Jerry's tool (I think it was a small jet motor) in his other hand just out of Jerry's reach. Jim was laughing in this vision and said "we got two million from Grifco already and you'll never get away" Jerry seemed to sob "but you promised" while Jim just laughed....
I woke from my trance with an urgent need to visit the bathroom and I firmly resolved never to eat White Castle food again. I have forgotten most of the dream but the $2 million number stuck in my head for some reason. Now you see how reliable that guess is - I dreamed it up.
__________
On the other hand, there's always the fact that GOMD's PRs have stated:
"...GoHealth.MD, inc. (The Company) to explore the acquisition of a number of diversified privately owned companies, that have asset value along with positive cash flow. It is the intention of the Board to have the operating management of these companies remain in control and to assume positions on the Board."
"revenues approximating $10,000,000 ... would be a healthy acquisition"
BTW, If I learn any verifiable financial information about Grifco/TTII I will post it soon after my trade - fair enough?
best2
Should have said IMO net $2 million a year income from operations.
Disagree with Dr. Bill on three points
1) I think that Mr. Dial is still in control and hasn't sold out. He will approve the FVF as controller of Majority Shareholders of Grifco, Inc. (a Nevada corporation). Mike King is still involved - if Tree top had assumed control they would use their own minion.
2) TTII can't make a $25 million offering without prospects to tout. Even a cynic can see that the merger will go through just to keep the game alive if nothing else.
3) I don't see any evidence of massive GFCI stock dilution - the kind you would see if stock sales provided Grifco's sole income. Then logically Grifco must have some money coming in from operations. Therefore I think there are real assets and revenues. My guess is that they net $2 million a year.
My opinions only
best2
There was a mention of DD expenses
in the TTII filing.
"For the three months ended September 30, 2006, expenses totaled $80,506 compared with $4,736 for the three months ended September 30, 2005. The increase in expenses was primarily due to an increase in general operating expenses while pursuing an acquisition ."
___________
The TTII 1:100 reverse split and name change from GoHealthMD became effective. Just details and not worth mentioning it seems
I was looking for a "recent events" section in the filing or a separate 8K for any of the following:
A "major agreement" with Grifco to merge and roll up assets
TTII has "voted" to change it's name to Universal Energy Holdings & increase the OS shares.
best2
Knowbull, Re: Ryan Kirch at Lake WiFi
Ryan Kirch - President and Chief Executive Officer
Alex Ellerman - Secretary and Director of Investor Relations
"Most recently, he [Mr. Kirch] acted as Controller and VP Finance of an emerging information security solutions provider. For this company, he was responsible for all administrative processes related to completing a share exchange (reverse merger). Other responsibilities included business plan development and valuation modeling, M&A activity, public/investor relations, financial management and accounting, marketing communications, legal document review and execution, SEC filing and compliance, audit, and the procedures involved in a reverse merger."
http://www.lakewifi.com/investors.htm
Are You sure that the Lake WiFi CEO is the same Ryan Kirch of Chicago Investor Relations LLC?
best2
It's that wonderful time to offset gains
by dumping some investment disaster.
Yes Folks, it's Tax Selling Time! Can anyone find a stock in their portfolio with a stunning drop in value and bleak prospects? If you find such a stock lurking in your portfolio then NOW is the time to sell it off and offset profits on your 2006 tax return!
If they put lipstick on that pig in January you can avoid those wash sales by acting NOW.
On the other hand some of us see capitulation as a buying opportunity - guess that's what makes a market
best2
Happy? Will longs get Prozac as a dividend?
BBB, that photo doesn't match Dr. Bill's avatar EM
O.T. Strongus, Free bashing forever!
Don't pay for bashing, you can get it here and it won't cost you a cent
Grifco's management and their associated companies have given Grifco bears incredible material for amazing basher orgies.
"Why bother?" you might ask. If Jarvis or some other big holder loaned his stock to Trans Global that took care of the chart - no need to bash the price down at all. But, Look at the drama!
Now, in act three, the possibility of a reverse split has the bears breathless with anticipation. Ah, the sweet pleasures of iconoclasm.
Truth is that the chart has been so bad for so long that "Typical Pink" seems mainstream thinking. The few remaining bulls have become the iconoclasts now.
best2
But Cyo, TTII will own the CTT shares
post merger and those shares are an asset. What happens to other TTII shareholders interests if TTII wants to spin-off these CTT shares to former stockholders in Grifco only (which no longer exists post merger)? I don't see how it can be done if they wait that long and all shares are TTII.
A spin off concurrent with the merger is another story, and since the merger will be a forward roll up of assets maybe there's some way it can be done (spin off a holding company with ownership of the CTT shares for example). Guess we'll see.
best2
Cyo, you're right it is a specialized
field that's why it would make sense IMO for Mr. Swinford to get an opinion from a bankruptcy attorney who can see through any smoke and mirrors. Especially true if the accountants are being paid by Grifco/TreeTop or the old shell owners are in fact liable. An attorney would not put out a PR without authority so I'm assuming that Jerry Swinford authorized the PR since he's the CEO of CTT.
IMO you're right about "not a happy family" as well. This PR reminds me of the Lyamec vs. Grifco PRs in the past.
As usual I'm just guessing with the rest of the crew here 'cause we don't get any filings.
best2
Hi Cyo, IPMC went bankrupt
so it's not too surprising that CTBG has retained a bankruptcy attorney to aid in the forensic accounting struggle.
There have been rumors posted here about the CTBG shell problems:
1) a surprise $5 million debt
2) an accountant holding old records pending payment
3) missing records
4) unauditable historic financials
Based on CTBG's 2 PRs it looks like #3 & #4 were right:
"... not been able to obtain satisfactory financial data regarding the prior operations of IPMC Holdings Corp."
"The unauditable financial data regarding the prior operations of IPMC (now CTBG)..."
I would guess incompetence in the shell DD or someone reneged on an agreement, but only the insiders know for sure.
best2
"Don't attribute to malice those events which can be adequately explained by stupidity"
Cyo, a question 4 U or anyone
As a "fully reporting company" is Tree Top required to file a anything (8K, Reg FD, anything) due to the results of their "meeting"?
How about an announcement of the results? Shouldn't an 8K be filed for the new name/symbol change when it beomes effective?
"Universal Energy Group, Inc." or such other similar name as may be available."
best2
Two years Deja Vou R.S.
"Terms of Litfiber's acquisition of Grifco include a name change to Grifco International, Inc. to incorporate the Grifco business plan, a new symbol assigned by Nasdaq, and a 20:1 reverse split. NASDAQ has received everything necessary to effect the name change and reverse split for Grifco International, Inc. Effective at the market open on 11/19/04, the new symbol for Grifco International, Inc. will be GFCI (OTC: GFCI)."
Even after the "meeting" nobody's sure about the FVF and the conversion of GFCI stock.
Wonder if we get reverse split on this time around? For all the talk of "squeezing the shorts" the only documented losses are in stockholder accounts.
best2
Why would Mr. Reichman spin off CTBG?
What follows is just speculation on my part and only the "worst case" - comments welcome.
Simply put, my fears are that the CTBG spin-off could be considered just a "forward looking" statement from former management. TTII gets the asset, and is under no obligation to spin off this asset as far as I know. I don't have any facts to support this worry except that there seems to be zero progress toward completion of the spin-off five months after May 1.
It shouldn't matter to us whether CTT is independent or not since the whole is the sum of it's parts, however the CTT PR said:
"The officers and employees of CTT continue to believe that CTT and its shareholders would be best served as a separate and distinct entity from Grifco."
I agree - but does Tree Top? What benefit would Tree Top get from the spin-off as opposed keeping control?
Tiny Tex has a great post on RB which suggests that the spin-off is a low priority. Item #7 (the spin-off) was NOT voted on at the meeting, Jerry Swinford was NOT there, and work on the "new shell" for CTT may not even be started yet. Glad that he also included information about Mr. Dial's security entourage.
Just an opinion and question.
best2
Why would Lyamec salesmen tout GOTL
if there were no IPO planned? Mcipolat was also buttonholed by the Lyamec reps with exciting tidbits (including GOTL earnings) in a confidence building post meeting session.
GOTL must already be selling tools produced elsewhere by Grifco (and others?). Agree that the excuses for concealing facts about FVF and other basic company information are wearing thin.
The market has already discounting Grifco PR so the silence isn't helping us much (unless they are hiding losses, etc.) IMO.
best2
Dr. Bill, I'm disappointed that U didn't grace
the Grifco meeting with your presence. I was looking forward to a post from your unique perspective. Seems that nobody's buying lots and lots of shares "at market" this AM & no attendee has posted anything about the SH meeting. Anyone know who went?
"Tinytex" and "BBB" had planned to attend.
best2
Cyo, glad they're not churning TTII at $4.00
since that might be a good excuse to have a big, big R.S. for the Grifco shares. The TTII shares will exchange 1:1 but the Grifco shares will exchange based on the FVF.
best2
Just like those low "Buy Orders"
The bottom line is IMO:
Reporting status = good & what happens to Grifco shareholders depends on the FVF.
best2
Strongus, Glad you liked the post
though it's only a pale imitation of the master LOL.
I'm still holding just 20,000 GFCI shares. I'm hoping that they will not say anything about a possible R.S. at tomorrow's meeting, but I admit that I'm gambling a bit on that.
"CONVERSION OF GRIFCO BUSINESSES CAPITAL STOCK. Each share of GRIFCO Common Stock issued and outstanding immediately prior to the Effective Time of the Merger shall be converted into the requisite amount of shares of the TTI Merger-Sub's Common Stock (which is the Surviving Corporation) based upon a "fairness valuation formula" (the "FVF") to be determined by the shareholders of GRIFCO "
"Requisite amount of shares of the TTI merger-sub" is an interesting phrase since the TTI merger-sub is the surviving corporation. Majority Shareholders of Grifco International, Inc. is a Jim Dial Nevada corporation; hope he takes good care of us.
I'm guessing that the FVF "auditing" requirement will stretch the conversion process (the "Effective Time of the Merger") out for a short while.
"... within ten (10) business days following approval by the GRIFCO shareholders of the "fairness valuation formula" as provided for in this Agreement at a Special Meeting of Shareholders to be held on September 27, 2006 at 3:00 p.m. in Las Vegas, NV at a venue to be determined.
Note the confusing date of "September 27". If that date is an error, then GFCI will stop trading & etc. on or before November 1, 2006 (ten business days after tomorrow's meeting). IMO we will find out some of the juicy FVF details at tomorrow's meeting.
Hoping for a good show,
best2
Yah, I gotta work on smoke & mirriors a bit more.
Where are the cries of elation and the praise for our splendid management team at this historic juncture? Grifco is leaving the closeted, veiled, and murky world of the pink sheets for the promised land of reporting legitimacy. There is the NEW COMPANY - out of the swamp and basking in the rays of reporting status. It's draped in gleaming well servicing tools, cleaned and ready to ship. I can hear it now, seductively calling to the public with tales of profit and bold international adventures. Teasing the speculator with hints of an AMEX listing while casually dropping the names of it's fortune 500 customers in professionally written press releases, SEC filings, and REG FD statements.
Why is there so much negativity? It's the trivial stock price decline that's been feeding investor insecurities, causing Lyamec dismay and confusion, and haunting Jim Dial. Grifco's carefully crafted forward looking statements can only lift the stock price for a few days before being crushed by unknown, sinister forces in the market. We should be rightfully proud of our illustrious management team for seeing through these plots.
What right thinking manager wouldn't seek critical intelligence data on these enemies lurking in the shareholder base and judiciously use SLAP suits to silence them? It's been a tragedy that Grifco's carefully laid plans to eviscerate the naked shorts have been foiled due to a tiny flaw in the Coil Tubing shell's financial records. Current management can not be blamed for the diabolical omission in the IPMC financial data that's derailed Grifco's triumph. If only those evil persons working in secret cabal to profit from Grifco's destruction could be found and prosecuted the world would become a much better place for small companies everywhere!
The ominous price movement, always skating down the river on thin ice, has led many here to false feelings of doom, gloom and dismay. Our adventure has acquired a bold, new, and thrilling scope as our new reporting company moves relentlessly forward to great achievements and an AMEX listing.
_____
How's that?
best2
Dang, I didn't get to read them EM
10 Bager, Wrong Jim Dial will still be Boss
Although Tree Top will "manage and operate the constituent Merger-Subs on a consolidated and fully reporting basis", Jim Dial is Big Boss Deluxe of the merger subs.
He's the CEO (and Dave Reichman is a director) of TTII's merger sub "Universal Energy & Services Group, Inc." which will "continue as the Surviving Corporation of the Merger"
He's the CEO of the Grifco merger sub, "Universal Energy Resources, Inc."
He's the CEO of "Majority Shareholders of Grifco International, Inc., a Nevada corporation".
Article II section 2.5 of TTII revised 14A:
"...the officers and directors of the UNIVERSAL Merger-Sub immediately prior to the effective Time of the Merger shall be the officers and directors of the Surviving Corporation."
Universal Energy and Service Group:
https://esos.state.nv.us/SOSServices/AnonymousAccess/CorpSearch/CorpDetails.aspx?lx8nvq=xidwjyQXy9ta0wA2YAp%252bOQ%253d%253d
Universal Energy Resources:
https://esos.state.nv.us/SOSServices/AnonymousAccess/CorpSearch/CorpDetails.aspx?lx8nvq=ItfONFY%252bpj7YXfllwHs%252bRQ%253d%253d
As soon as Grifco and/or any Grfico subsidiary/affiliate completes a financial audit satisfactory to the Company's auditor and securities counsel, the Company's new merger subsidiary has the right, but not the obligation, to exercise an option to acquire the newly audited business entity based upon a "fairness valuation formula" or FAV to be determined by the majority shareholders of Grifco.
"Majority Shareholders of Grifco International, Inc." is a Jim Dial company.
"DIRECTORS AND MANAGEMENT OF TTI MERGER-SUB AFTER THE EFFECTIVE TIME OF THE MERGER. Upon the Effective Time of the Merger, the TTI Merger-Sub's Board of Directors will consist of the persons serving as directors of the UNIVERSAL Merger-Sub immediately prior to the Effective Time of the Merger."
best2
FVF = is whatever Jim Dial says
it is. "The FAV" not "a FAV" means it's unique - google doesn't have any hits (0) for "fairness valuation formula".
It could be simple, for example:
Jim Dial may determine that giving Jim Dial lots of shares in new company for his stock is fair - After all, he "pledged" 59 million shares.
Giving Jim Dial most of the stock also provides him value for all the long hours he spent reassuring shareholders on the phone (and in person) all these months.
See it's easy, fairness and valuation - nothing to it LOL
best2
Yes, sad. Guess that the last pump is over
but I'll miss BBB, Laser, and Olive as they move on to new projects.
best2
Dr. Bill, 1 for 20 R.S. would be about right
TTII last traded at $1.25 so Grifco is trading at a discount on a share for share basis. Grifco shares will convert based on Jim Dial's "fairness valuation formula" - if we're doing Litfiber all over again that could be 20 Grifco to 1 new company.
""...Each share of GRIFCO Common Stock ... shall be converted into the requisite amount of shares of the TTI merger-Sub's Common Stock (which is the Surviving Corporation) based upon a "fairness valuation formula" (the "FVF") to be determined by the shareholders of GRIFCO for the GRIFCO businesses on an "all or none basis""
__________
"Requisite amount" is an interesting phrase. I think that "Shareholders of Grifco" is the same as Majority Shareholders of Grifco International, Inc., a Jim Dial corporation.
ps BBB won't post here the bears give him a hard time IMO.
best2
Jim Dial controls the merger
The gory details are in TTII 14A, section 3 (revision filed on Oct. 3) if you're willing to wade through it.
Although Tree Top will be providing an "Interim CEO and/or CFO" it seems that Jim Dial will be involved and in control of the merger process.
"As soon as Grifco and/or any Grifco subsidiary/affiliate completes a financial audit satisfactory to the Company's auditor and securities counsel, the Company's new merger subsidiary [A.K.A. Universal Energy Products & Services, Inc. A.K.A the "Surviving Corporation" b2l] has the right, but not the obligation, to exercise an option to acquire the newly audited business entity based upon a "fairness valuation formula" or FAV to be determined by the majority shareholders of Grifco."
That's The Majority Shareholders of Grifco Inc., a Nevada Jim Dial company mentioned earlier in the filing.
"All of the common shares of stock and Super Voting preferred stock are beneficially held by Jim Dial, individually and as agent and attorney-in-fact for Majority Shareholders of Grifco International, Inc., a Nevada corporation."
No mention of the CTBG spin-off. All assets of Grifco will "vest" in Universal Energy Products & Services, Inc. (the surviving corporation).
"...at the effective time of the merger, all of the property, rights, privileges, powers and franchises of UERI and/or the Grifco subsidiaries/affiliates shall vest in the Company's new merger subsidiary, and all debts, liabilities and duties of UERI and/or the Grifco subsidiaries/affiliates shall become the debts, liabilities and duties of the Company's new merger subsidiary as the "Surviving Corporation"."
One for Dr. Bill LOL:
"Our Board of Directors believes that it is in the best interests of the Company to increase the number of authorized shares in order to give us greater flexibility in financing our business operations."
http://www.sec.gov/Archives/edgar/data/356590/000114420406040714/0001144204-06-040714.txt
best2
Cyo, Maybe they wanted to get paid EM
Bill, the mood at the meeting
will depend on the share price at that time IMO. There will be investors with losses even if the price is, say, 22¢/share but they wouldn't be belligerent or vocal after a 100% price rise.
Looking forward to a shareholder meeting pump PR We haven't heard news about Libya lately or a distribution date for CTBG shares.
best2
The "great and honorable" Jim Dial
has managed to keep the share price (more or less) above a dime with no financials, SEC reports, or official share count. IMO big share dilution would have left us considerably below a dime.
The convoluted Grifco tale has ensnared speculators and kept this penny "in play". All this action even though there has been no follow through on the CTBG dividend, developments in the Libyan venture, the GOTL offering, or the other PR plays.
This could be considered a good performance (or not) depending on Grifco's real financial circumstances. Now the merger's been set up to string us along 'till next year when the merged company releases it's first SEC report.
As usual we're left "looking through a glass onion" - an opaque one at that.
JMHO
best2
Question: When is the first SEC report due
for the merged company?
Tree Top will file a 10Q as an empty shell since the merger takes place in Q4. There will probably be a some information about the merger agreement in it but no financials. Grifco's fiscal year ends July 31 (as I recall) but GoHealth (Tree Top) changed their fiscal year to coincide with the calendar year back in 2000.
"The Company also changed our accounting year to the calendar year, the accounting year of GoHealth.MD Inc., the Delaware corporation."
When is the first filing for the merged company due.
best2
CYO, Experience is a bad teacher
because it gives the test first and the lesson later. LOL
I think that the stock price would be much lower if there had been a big "naked short" selling problem and/or many millions of shares printed since May "record date". GFCI is trading near the July low, that's not where the price would be IMO if there had been big dilution.
Is that how you see it?
best2