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ELRA 108X109
ELRA 0.01 2.4M vol nice!!
ELRA 140 +55% Strong buy!!
for a few seconds
I think this is the company that merger:
http://www.absolutenaturalblenders.com/
Mel Wilt
Genral Manager at Absolute Natural Blenders, Inc
http://www.corporationwiki.com/Florida/Melbourne/absolute-natural-blenders-inc-6139171.aspx
390 N. Wickham Road
Suite F
Melbourne, FL 32935
pH. 321-725-2550
pH. 888-522-2550
fax 321-622-6767
mwilt@anbflorida.com
the phone number coincides with that of the new .....
We are extremely excited to be working with Union Equity," stated Mel Wilt Director of Operations for Natural Product Laboratories LLC "We will now be able to expand operations and increase our production. We will be able to give customers the ability to create formulas and have a tangible asset to use to obtain funding and develop a product from just an idea."
"Our ongoing efforts into diversifying Union Equity's business spectrums gives us the opportunity to secure very attractive businesses with high potential for cash flow, thus enabling us to continue to expand the Company's portfolio and increase shareholder value," stated Charles Lance, Chief Executive Officer and Director of Union Equity, Inc.
To Learn more about Natural Product Laboratories, please call the toll free number: 888-522-2550
ELRA after review of the 8-K do not see any reason to sell my shares ... the contrary I have bought more advantage of some investors fear the R / S. But know that in most big R / M is always R / S??? also will not make the R / S to within a minimum of 90 days and will be to enter the Nasdaq .. , But the financials of "CALI" are huge, ELRA will become a share with a market capitalization above $ 300M $
finally the name change, many months waiting for this event!!!! .... Quture will go up strongly
TCLN 140x150 ready to rise again
TCLN 260 new year's high
I agree
TCLN 209 still holding
TCLN 175 +40% 5M vol ....those who sold yesterday are already crying
That usually happens when the R / S is used for further dilution shares from a higher price, but in this case there is no dilution for all new shares issued are restricted. Also in these cases the R / S is usually 100 to 1, 1000 to 1 or 5000 to 1 in extreme cases ... nothing to do with R / S of 5 to 1 that we have here. Now it is important to know the real Quture valuation, so the quote is held near the expected maxima of 10K.
For now fulfilled his promise in this PR http://ih.advfn.com/p.php?pid=nmona&article=47644049
let's see if they can meet with it also ....After the completion of the merger, Techs will seek to change the stock symbol to reflect the new core operations of Q'uture. It is the goal of the company to remain a fully reporting company and to rapidly seek an upgraded listing status to either Small Cap Nasdaq or NYSE as soon as it qualifies for such listing. .... it would require a much higher valuation than the current
- Current report filing (8-K) 08/12/2011 @ 4:10PM
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8096183
Pursuant to the Agreement, the Registrant agreed to acquire all of the outstanding capital stock of Quture in exchange (the “Exchange”) for the original issuance of an aggregate of 1,938,543,110 shares (the “Exchange Shares”) of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”).
The securities described in Item 1.01 above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act. At the time of their issuance, the securities will be deemed to be restricted securities for purposes of the Securities Act, and the certificates representing the securities shall bear legends to that effect. The securities may not be resold or offered in the United States without registration or an exemption from registration.
(a) Financial statements: As a result of the Exchange described in Item 1.01, the Registrant will file the audited financial information and the notes thereto in an amendment to this Form 8-K within the time proscribed.
(b) Pro forma financial information: As a result of the Exchange described in Item 1.01, the Registrant will file the pro forma financial information and the notes thereto in an amendment to this Form 8-K within the time proscribed.
The total number of shares of Common Stock which this corporation shall have authority to issue is 2,510,000,000 consisting of (i) 2,500,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).
Split of TCLN . As soon as practicable following the Closing Date, the Board of Directors of TCLN shall take appropriate steps to effectuate a reverse split on a 1 for 5 basis (the “Split”) by filing an Amendment to its Articles of Incorporation with the Secretary of State of Nevada.
3.2 Capital . The authorized capital stock of TCLN currently consists of 900,000,000 shares common stock, $.001 par value per share, of which 342,095,843 shares are currently outstanding. TCLN has no shares of preferred stock authorized. All of TCLN’s outstanding securities are duly and validly issued, fully paid and non-assessable. There are no outstanding subscriptions, options, rights, warrants, debentures, instruments, convertible securities or other agreements or commitments obligating TCLN to issue any additional shares of its capital stock of any class except as included and described in Schedule 3.2
2.2 Capital . The authorized capital stock of QUTURE consists of 75,000,000 shares of common stock, par value $0.001 per share. There are no authorized shares of preferred stock. All of the outstanding common stock of QUTURE is duly and validly issued, fully paid and non-assessable and were not issued in violation of the pre-emptive or other rights of any person. There are no outstanding subscriptions, options, rights, warrants, debentures, instruments, convertible securities (except as provided in Section 1.3, above) or other agreements or commitments obligating QUTURE to issue any additional shares of its capital stock of any class, other than those itemized on Schedule 2.2.
1.1 Issuance of Securities
(a)
At Closing (as hereinafter defined), subject to the terms and conditions of this Agreement, all of the QUTURE Shares issued and outstanding immediately prior to the Closing Date shall be exchanged for Four Hundred Million (400,000,000) shares of TCLN Common Stock. At Closing, the Exchange Shares will be issued directly to the QUTURE Security Holders pursuant to the schedule set forth in Exhibit 1.1. From and after the Closing Date, the QUTURE Security Holders shall no longer own any QUTURE Shares and the former QUTURE Shares shall represent the pro rata portion of the Exchange Shares issuable in exchange therefor pursuant to this Agreement. Any fractional shares that would result from such exchange will be rounded up to the next highest whole number.
(b)
As soon as practicable following the Closing and the Amendment, QUTURE shall have the right to receive an additional 1,538,543,110 shares of TCLN Common Stock.
1.2
No Dilution . Except as set forth herein, TCLN shall neither effect, nor fix any record date with respect to, any stock split, stock dividend, reverse stock split, recapitalization, or similar change in the TCLN Common Stock between the date of this Agreement and the Closing Date.
1.3
Closing . The closing (“Closing”) of the transactions contemplated by this Agreement shall occur immediately following the execution of this Agreement providing the closing conditions set forth in this Agreement have been satisfied or waived (the “Closing Date”).
Financial Statements . Exhibit 2.4 hereto consists of the unaudited financial statements of QUTURE for the period ended June 30, 2011, and the audited financial statements of QUTURE for the years ended December 31, 2010 and 2009 (together, the “QUTURE Financial Statements”). The QUTURE Financial Statements have been prepared in accordance with generally accepted accounting principles and practices consistently followed by QUTURE throughout the periods indicated, and fairly present the financial position of QUTURE as of the dates of the balance sheets included in the QUTURE Financial Statements and the results of operations for the periods indicated. The audit should be conducted by a member firm of and in accordance with the standards of the Public Company Accounting Oversight Board in the United States of America. There are no material omissions or non-disclosures in the QUTURE Financial Statements. Except as set forth herein or in the QUTURE Schedules:
(a)
Except for the items on Exhibit 2.4, QUTURE has filed all federal, state and local tax returns required by law and has paid all taxes, assessments and penalties due and payable. The provisions for taxes, if any, reflected in Exhibit 2.4 are adequate for the periods indicated. There are no present disputes as to taxes of any nature payable by QUTURE.
(b)
QUTURE has no liabilities with respect to the payment of federal, county, local, or other taxes (including any deficiencies, interest, or penalties), except for taxes accrued but not yet due and payable, for which QUTURE may be liable in its own right or as a transferee of the assets of, or as a successor to, any other corporation or entity.
2
(c)
No deficiency for any taxes has been proposed, asserted or assessed against QUTURE. There has been no tax audit, nor has there been any notice to QUTURE by any taxing authority regarding any such tax audit, or, to the knowledge of QUTURE, is any such tax audit threatened with regard to any taxes or QUTURE tax returns. QUTURE does not expect the assessment of any additional taxes of QUTURE for any period prior to the date hereof and has no knowledge of any unresolved questions concerning the liability for taxes of QUTURE.
(d)
The books and records, financial and otherwise, of QUTURE are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices
Insiders increase their position in "TCLN"
between July 2010 and July 2011, the O / S has increased by 299M, 43M to 342M, this is due to the conversion of convertible debt, but 146.6 M of these new shares are owned by the direction and insiders
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The following table sets forth, as of July 29, 2011, certain information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group:
NAME AND ADDRESS OF BENEFICIAL OWNER
NUMBER OF SHARES
BENEFICIALLY OWNED
PERCENT (1)
Henry Fong
319 Clematis Street - Suite 703
West Palm Beach, FL 33401
8,767,958 (2)
2.6%
Barry Hollander
319 Clematis Street - Suite 703
West Palm Beach, FL 33401
30,166,771(3)
8.8%
Tu Vu
2116 Cluster Branch Court
Longwood, FL 32779
40,486,029(4)
11.7%
Wayne Mills
2175 Tamarack Drive
Long Lake, MN. 55356
18,993,618(5)
5.6%
Gulfstream 1998 Irrevocable Trust
7315 East Peakview Avenue
Centennial, CO. 80111
23,464,574
6.9%
Fountainhead Capital Management Limited
Portman House, Hue Street
St. Helier, JE4 5RP
22,722,758
6.6%
People Benevolence Star Trust
2116 Cluster Branch Court
Longwood, FL 32779
29,879,679
8.7%
All Executive Officers and Directors as a Group (2 persons)
38,934,729(2,3)
11.2%
TOTAL 174,481,387 51% of 342,095,843 shares of common stock outstanding
(1)
Based on 342,095,843 shares of common stock outstanding.
(2)
Includes 4,617,111 shares held by Flagler Capital Partners, LLC, of which Mr. Fong is a managing member, 763,751 shares held by Gulfstream Financial Partners, LLC., and an option to purchase 3,387,096 shares of common stock at an exercise price of $0.03667 per share. Mr. Fong has been the Chief Executive Officer and a director of the Company since its inception.
(3)
Includes 33,316,714 shares held by Venture Equity, LLC. of which Mr. Hollander is a managing member and an option to purchase 2,258,064 shares of common stock at an exercise price of $0.03667 per share. Mr. Hollander has been the Chief Financial Officer of the Company since its inception.
(4)
Includes (a) 6,016,044 shares held by Marcus Family Trust, for which Mr. Vu is the trustee, (b) 29,879,679 shares held by People Benevolence Star Trust, of which Mr. Vu is the trustee,(c) 1,203,210 shares Mr. Vu owns and (d) an option to purchase 3,387,096 shares of common stock at an exercise price of $0.03667 per share.
(5)
Includes an option to acquire 225,810 shares of common stock at an exercise price of $0.0367 per share and a warrant to purchase 1,134,102 shares of common stock at an exercise price of $0.0561 per share.
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The following table sets forth, as of April 30, 2010, certain information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group:
NAME AND ADDRESS OF BENEFICIAL OWNER
NUMBER OF
SHARES
BENEFICIALLY
OWNED
PERCENT (1)
Henry Fong
319 Clematis Street - Suite 703
West Palm Beach, FL 33401
1,726,954 (2)
4.0%
Barry Hollander
319 Clematis Street - Suite 703
West Palm Beach, FL 33401
1,002,674 (3)
2.3%
Tu Vu
2116 Cluster Branch Court
Longwood, FL 32779
12,366,311 (4)
28.7%
Richard W. Perkins
730 East Lake Street
Wayzata, MN. 55391
2,801,750 (5)
6.5%
People Benevolence Star Trust
2116 Cluster Branch Court
Longwood, FL 32779
9,959,893
23.1%
All Executive Officers and
Directors as a Group (2 persons)
2,541,711 (2,3)
6.3%
TOTAL 27,857,582 64% of 43,066,912 shares of common stock outstanding
(1)
Based on 43,066,912 shares of common stock outstanding. All share amounts are prior to the stock dividend, whereby all shareholders received 2 additional shares of common stock for each share owned as of the record date of July 16, 2010. The dividend shares were delivered on July 19, 2010.
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NOTE 11 – SUBSEQUENT EVENTS
Subsequent to April 30, 2011 and thru July 31, 2011 the Company issued 159,505,497 shares of common stock in satisfaction of $264,985 of liabilities, including 30 million shares issued each to Mr. Fong and Mr. Hollander for settlement of $38,250, representing a portion of accrued fees they were each owed.
On July 25, 2011 the Company announced that it had signed a Definitive Merger Agreement with Quture Inc. ("Quture"). In the merger, TCLN seeks to acquire a hundred percent interest in Quture. The assets of Quture include intellectual property, enhanced software products on the leading technology platform, and clinical content that has been contributed to the Company from over 35 years as a leading clinical performance company in the United States. Closing is subject to customary exchange and approval of schedules and exhibits, audited financial statements, and completing due diligence.
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On July 13, 2010 the Company issued 1,567,370 shares of common stock in payment of $156,737 of accrued and unpaid liabilities. The shares were valued at $0.10 per share, the market price of the common stock on the date issued. Of the shares issued, 600,000 and 800,000 were issued to the CEO and CFO respectively for accrued management fees of $60,000 and $80,000 respectively.
On July 19, 2010, 93,268,564 common shares were issued pro-rata to shareholders of the Company as of the record date of July 16, 2010, pursuant to the directors of the Company having approved on July 2, 2010 a special resolution to undertake a dividend of the common stock of the Company on a 2 additional new shares for each share of common stock outstanding, and changed its capitalization from 300,000,000 to 900,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.
In April 2011, the company issued 28,333,333 shares of common stock in payment of $35,000 of accounts payable. The shares were valued at approximately $0.00124 per share.
Options
On January 29, 2010 the Board of Directors of the Company authorized the 2010 EIP. Under the terms of the EIP, 5,500,000 (pre stock dividend) shares of common stock of the Company were reserved for issuance. On June 25, 2010 the Company issued 2
Annual Report (10-K) http://ih.advfn.com/p.php?pid=nmona&article=48762635
ADCS 10 BAGGER COMING!!! SEE U AT 0.0010!!
This looks like a R/M play
Reinstatement + name change + Resignation of Officers
http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=AgVhu28LFHJVrDBGK7BRaw%253d%253d&CorpName=MEN+HOLDINGS%2c+INC.
looks like someone bought the shell, I expect news soon ....I want to know who the new CEO
Market Value1 $367,256 a/o Aug 01, 2011
Shares Outstanding 3,672,563,681 a/o Jun 09, 2010
Float 2,809,112,208 a/o Jun 09, 2010
Authorized Shares 4,970,000,000 a/o Jun 09, 2010
TCLN 195 +22% 2.2M vol this game is not over
8-K Jul 29, 2011
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8067039
Yeahhhh ...TCLN is a monster stock
Go TCLN
TCLN 140 +16.6% 3.6M vol nice ...
golden cross http://stockcharts.com/h-sc/ui?s=TCLN&p=D&b=5&g=0&id=p99526484699
weekly http://stockcharts.com/h-sc/ui?s=TCLN&p=W&b=5&g=0&id=p89047366396
target at 0.03-0.05 IMO
TCLN 110 +10% 2.5vol running
TCLN 0.01 +19% 8.5M vol nice
TCLN 85x89 1M vol ... 50 and 200 dma forming a pennant
The number of shares outstanding of March 10, 2011 was 142,902,846 shares.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7804626
The number of shares outstanding of November 30, 2010 was 142,902,846 shares
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7607493
The number of shares outstanding of August 31, 2010 was 139,902,846 shares.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7607493
The number of shares outstanding of March 15, 2010 was 37,400,000 shares
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7139570
no dilution since August 2010
SCORPION INTERNATIONAL WASTE SOLUTIONS, INC.
http://www.nvannualreport.com/entities-DPC-SCORPION-INTERNATIONAL-WASTE-SOLUTIONS-INC.aspx
President
Joseph Caywood
10300 W. Charleston Blvd. 13-160
Las Vegas, NV 89135
Secretary
Joseph Caywood
10300 W. Charleston Blvd. 13-160
Las Vegas, NV 89135
Treasurer
Joseph Caywood
10300 W. Charleston Blvd. 13-160
Las Vegas, NV 89135
Director
Joseph Caywood
10300 W. Charleston Blvd. 13-160
Las Vegas, NV 89135
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http://www.otcmarkets.com/stock/STDF/company-info
Steadfast Holdings Group, Inc. STDF
Contact Info
10300 W. Charleston Blvd.
Las Vegas, NV, 89135
Financial Reporting/Disclosure
Reporting Status Dark
Audited Financials Not Available
Latest Report Mar 26, 2010 Annual Report
Regulatory Agency Not Available
CIK 0001040963
Fiscal Year End 12/31
OTC Market Tier OTC Pink No Information
Profile Data
SIC - Industry Classification
Incorporated In: NV, USA
Year of Inc. Not Available
Employees Not Available
Company Officers
Joseph Caywood President
Mary Foster Manager, Ops
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http://www.nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=JbE5f1Zf0JTpAmURzWztMA%253d%253d&nt7=0
http://www.nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=JbE5f1Zf0JTpAmURzWztMA%253d%253d&CorpName=SCORPEX%2c+INC.
The CEO and address agreed, I think we just need to notify PINKSHEETS the name change .....Steadfast Holdings Group no longer exists in NVSOS Here you can see http://www.nvsos.gov/sosentitysearch/CorpSearch.aspx No results for entity name search on "Steadfast Holdings Group, Inc"
Go STDF
CSCE this will be a great game , do not sell anything on the bid ... that actions like the pay at the ask
RMDT the next to go
Hello Mr Wowza, surely this will be a great board to win big money
with 100M O / S that should be worth at least 0.05
DD magnificent
Thank you very much xxxxtrader
Thanks to DD did not sell when it awarded custody and have continued to accumulate during these 2 months below 30 .... patience is paying off
therefore Silvana Costa with 18.5 M does not have 37% of O / S, but only 14.5%
and Able Income Fund LLC which is 6.1 M accounts for 4.8% of O / S
we have 2 new shareholders 9M shares each, representing 7.1% of each shareholder, so now the O / S is 126M
WAR CHEST CAPITAL MULTI-STRATEGY FUND LLC 7,1% 9,000,000
BARCLAY LYONS LLC 7,1% 9,000,000