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Audit, Revenue and trading
being that the audit has taken so long one might assume that there were descrepancies in their accounting procedures that don't comply with the US GAAP requirements. So corrections would have to have been made and verified by the audit team after demonstrating them. That could be one of the reasons the audit is taking so long.
Their reported backlog of revenue was also misleading since it included 2 subsidaries that were spun off and now trade on the Ho Chi Min stock exchange. Yet they continue to mention in subsequent releases contracts that were awarded to these 'separate' companies.
However, they do hold stock in both spun off companies so the value of that would be reflected in their financial reports, but not the net income of the 2 companies. Does anyone know how the stock of these 2 companies has been doing? Maybe someone should ask Henry or Timothy as they should know this information.
A clean audit should enable them to start trading again as a Pink sheet if the necessary SEC forms are filed that resulted in the termination of trading.
Additional SEC paperwork would probably be required to go OTC.BB and it is unclear exactly what all SEC forms are being worked on.
Nasdaq listing would be later and the current price is below that required by NASDAQ. Perhaps Amex could relist them.
Bottom line is that they are a long way from being recognized as a real credible Viet Nam company for trading on a US exchange.
US investment money is one thing they hope to get but they are a long way before any reputable fund manager buys stock.
SEC Forms,
I would think that the Forms to the SEC would not be submitted until after the Audit has been complete. Some have indicated that the audit is done.
One would think that some kind of acceptance of the SEC Forms would ne necessary before proceding with the next step. That might be just go get back on Pink Sheet trading again.
Filing for OTC.BB is a separate issue from the SEC Forms so there would be another time lag before that is done. Probably several months after trading resumes.
Comments?
US stock market opens for VN company
16:47' 20/08/2007 (GMT+7)
VietNamNet Bridge – Cavico, the Construction, Engineering and Infrastructure Corporation, has become the first Vietnamese enterprise to list shares on the US stock market.
Henry D. Fahman, CEO of Providential Holdings Inc, a financial consulting company based in the US, who has helped guide Cavico around the US stock market, talked with Thoi bao kinh te Vietnam about opportunities for Vietnamese companies to list on the US bourse. VietNamNet Bridge briefs the conversation.
Could you please tell me the benefit Vietnamese enterprises can get by listing on the US bourse?
The US bourse has big liquidity thanks to the tremendous capital volume. Besides, listing on the bourse itself can give a good reputation to enterprises and help them attract more foreign investors.
Cavico, for example, was never known in the US before, but it now can draw the attention of many foreign investors after listing on the US bourse. Another important reason is that US investors now attach much importance to Vietnamese enterprises.
You may know that most Vietnamese enterprises are small- and medium-size in business scale. Will this hinder the listing of companies on the US bourse?
There are different levels for different companies to join the market. NYSE or NASDAQ prove to be fastidious and set high requirements on listing companies. However, other markets like Pink Sheets or OTC are accessible to Vietnamese companies. Cavico now lists on Pink Sheets, together with a lot of other names like Rolls Royce, Nestle and Heineken.
Fulfilling the legal responsibilities seems to be heavy tasks for Vietnamese companies, which may hamper the companies. What would you say about this?
The regulations relating to listing on the US stock market prove to be very strict. The US market requires high transparency. A listing US company, which is late in submitting annual financial reports, may get the extension of one month. However, if it cannot give the report after the extended time, its shares will be removed from the market. Meanwhile, it seems that Vietnamese companies do not pay appropriate attention to financial report exposure.
As you may know, in Vietnam, there are not many internationally recognised auditing companies. Do you think this will hinder Vietnamese companies from making their operations transparent?
As far as I know, the Vietnam Auditing Company (Vaco) has been recognised as meeting the requirements of the US TCOP on auditing companies. I know some more local auditing companies have also registered to apply the TCOP standards. Therefore, Vietnamese auditing companies can absolutely hire local auditing companies.
Cavico Corporation Subsidiary Cavico Mining Awarded Construction Contract Valued at US $20.5M
LOS ANGELES and HANOI, Vietnam – July 31, 2007 -- Cavico Corporation announced today its subsidiary, Cavico Mining, which Cavico Corp. maintains 50% of ownership of, and which is currently listed on the Ho Chi Minh Stock Exchange in Vietnam, has signed an agreement valued at US $20.5 million to build an access road and a 1.6 kilometer tunnel for the Nho Que 3 hydropower plant, which is valued at approximately US $137.5 million.
Cavico Mining will receive an advance of 5% of the contract value before commencing with the project. The remainder of the money will be paid to Cavico periodically after it reaches designated stages of completion.
The Nho Que 3 plant is located in the Ha Giang province near the Nho Que river, about 200 miles North of Hanoi. The 108 MW-capacity plant is owned by BITEXCO, a private entity who invests and owns a variety of projects and sectors.
CEO of Cavico Vietnam, Hai Thanh Tran, said, “The signing of this agreement further reaffirms Cavico’s reputation as Vietnam’s premier private construction and engineering firm. We have started the work on the access road. We expect to complete this project on time and within budget, bringing the plant into operation by the end of 2009.”
Due to Cavico’s recent filing of Form 12-J with the Securities and Exchange Commission, stock market profiles and quotes are no longer accessible under the ticker symbol CVCP. In order to obtain information about the company and updates on its news, investors can visit the company website, www.cavicocorp.com or its investor relations website at www.hawkassociates.com/cvcpprofile.aspx.
Cavico’s stock will remain non-trading while a new Form 10 registration statement is prepared and filed with the SEC. Once the Form 10 is approved, the company expects to commence trading on the OTC Bulletin Board.
About Cavico Corporation
Founded in 2000, Cavico is a major infrastructure construction, infrastructure investment and natural resources conglomerate headquartered in Hanoi, Vietnam. Cavico is highly respected for its core competency in the construction of mission-critical infrastructure including hydroelectric plants, highways, bridges, tunnels and urban community developments. One of the company’s primary competitive advantages is its ability to nurture a project “from concept through completion” with a vertical portfolio of interrelated investment, permitting, design, construction management and facility maintenance services. Cavico’s project partners include top multi-national corporations and government organizations. The company employs more than 3,000 people. For more information, visit www.cavicocorp.com.
A profile for investors can be accessed at www.hawkassociates.com/cvcpprofile.aspx.
For investor relations questions, contact Frank Hawkins or Julie Marshall, Hawk Associates, at (305) 451-1888, e-mail: info@hawkassociates.com, or visit www.americanmicrocaps.com or www.hawkassociates.com. In order to receive free e-mail notification of future releases for this company, sign up at www.hawkassociates.com/email.aspx.
Cavico Corporation Awarded Construction Contracts Valued at US $55.4 M for A Luoi Hydropower Project
LOS ANGELES, Calif. and HANOI, Vietnam – July 20, 2007 -- Cavico Corporation announced today it has begun work on the longest most sophisticated tunnel in Vietnam as part of the A Luoi Hydropower project. Cavico was awarded two contracts as part of the project. The total value of the A Luoi Hydropower plant is estimated at US $202.1 million, with Cavico’s contracts valued at US $55.4 million. Cavico will receive payments periodically after reaching designated stages of completion.
Cavico estimates the projects, which call for a headrace tunnel and surge tank, approximately seven miles or 11,637.5 meters in length, with a width of 13 to 19 feet, or five to six meters, will take 40 months to complete.
CEO of Cavico Vietnam, Hai Thanh Tran, said, “The contract to build the longest, most complicated tunnel in Vietnam reaffirms Cavico’s reputation as Vietnam’s premier private construction and engineering firm. We are honored that we have been awarded these contracts and expect to complete this project on a timely basis, within budget. We look forward to securing additional contracts for the benefit of our shareholders.”
The A Luoi Hydropower plant, owned by Central Hydropower Joint Stock Co., is located in Thua Thien Hue province, 43 miles west of Hue city and 100 miles northwest of Da Nang city. The plant, which will have a 170 MW capacity, is expected to become operational at the end of 2010.
To view pictures of the groundbreaking ceremony and contract signing, visit www.hawkassociates.com/cvcpmore.aspx.
Due to Cavico’s recent filing of Form 12-J with the Securities and Exchange Commission, stock market profiles and quotes are no longer accessible under the ticker symbol CVCP. In order to obtain information about the company and updates on its news, investors can visit the company website, www.cavicocorp.com or its investor relations website at www.hawkassociates.com/cvcpprofile.aspx.
Cavico’s stock will remain non-trading while a new Form 10 registration statement is prepared and filed with the SEC. Once the Form 10 is approved, the company expects to commence trading on the OTC Bulletin Board.
On June 13, 2007 the SEC announced a two-week suspension in the trading of Cavico Corp.'s common stock because the pre-merger company Laminaire Corp. (n/k/a Cavico Corp.) has not filed the required periodic reports with the Commission. In addition, the SEC issued a public administrative proceeding against Laminaire Corp. (n/k/a Cavico Corp.) to determine whether the registration of each class of securities should be revoked or suspended for up to 12 months. Subsequently, the company filed Form 12-J with the SEC to withdraw its trading on the Pink Sheets and is in the process of preparing a new Form 10 registration statement for trading on the OTC Bulletin Board.
About Cavico Corporation
Founded in 2000, Cavico is a major infrastructure construction, infrastructure investment and natural resources conglomerate headquartered in Hanoi, Vietnam. Cavico is highly respected for its core competency in the construction of mission-critical infrastructure including hydroelectric plants, highways, bridges, tunnels and urban community developments. One of the company’s primary competitive advantages is its ability to nurture a project “from concept through completion” with a vertical portfolio of interrelated investment, permitting, design, construction management and facility maintenance services. Cavico’s project partners include top multi-national corporations and government organizations. The company employs more than 3,000 people. For more information, visit www.cavicocorp.com.
A profile for investors can be accessed at www.hawkassociates.com/cvcpprofile.aspx.
Cavico Corporation Awarded Construction Contract Valued at US $12.5M for Song Tranh 2 Hydropower Project
LOS ANGELES, Calif. and HANOI, Vietnam – July 10, 2007 -- Cavico Corporation announced today it has been awarded a contract to build a headrace tunnel valued at US $12.5 million for the Song Tranh 2 Hydropower project. The payments will be awarded periodically upon achieving designated stages of completion.
Cavico estimates the project, which calls for a headrace tunnel approximately 1,000 meters or a little more than 3,000 feet in length, with a width of 10 meters or nearly 33 feet, will take 20 months to complete. After signing the contract, Cavico Vietnam plans to assign the work to its wholly owned subsidiary Cavico Bridge and Tunnel.
The project, which has an investment value of US $260 million, is located in Bac Tra My city, Quang Nam province, approximately 43 miles west of Da Nang city. The plant is owned by Electricity of Vietnam (EVN). When completed the plant will have 190 MW capacity.
President of Cavico Bridge and Tunnel, Pham Minh Phuc, said, “Cavico is pleased to be offered another contract within the Song Tranh 2 project. Our ability to complete our projects on a timely basis, while within budget, has secured our reputation as Vietnam’s premier private construction and engineering firm, as is illustrated by repeat business from our clients.”
Due to Cavico’s recent filing of Form 12-J with the Securities and Exchange Commission, stock market profiles and quotes are no longer accessible under the ticker symbol CVCP. In order to obtain information about the company and updates on its news, investors can visit the company website, www.cavicocorp.com or its investor relations website at www.hawkassociates.com/cvcpprofile.aspx .
Cavico’s stock will remain non-trading while a new Form 10 registration statement is prepared and filed with the SEC. Once the Form 10 is approved, the company expects to commence trading on the OTC Bulletin Board.
On June 13, 2007 the SEC announced a two-week suspension in the trading of Cavico Corp.'s common stock because the pre-merger company Laminaire Corp. (n/k/a Cavico Corp.) has not filed the required periodic reports with the Commission. In addition, the SEC issued a public administrative proceeding against Laminaire Corp. (n/k/a Cavico Corp.) to determine whether the registration of each class of securities should be revoked or suspended for up to 12 months. Subsequently, the company filed Form 12-J with the SEC to withdraw its trading on the Pink Sheets and is in the process of preparing a new Form 10 registration statement for trading on the OTC Bulletin Board.
About Cavico Corporation
Founded in 2000, Cavico is a major infrastructure construction, infrastructure investment and natural resources conglomerate headquartered in Hanoi, Vietnam. Cavico is highly respected for its core competency in the construction of mission-critical infrastructure including hydroelectric plants, highways, bridges, tunnels and urban community developments. One of the company’s primary competitive advantages is its ability to nurture a project “from concept through completion” with a vertical portfolio of interrelated investment, permitting, design, construction management and facility maintenance services. Cavico’s project partners include top multi-national corporations and government organizations. The company employs more than 3,000 people. For more information, visit www.cavicocorp.com.
A profile for investors can be accessed at www.hawkassociates.com/cvcpprofile.aspx .
For investor relations questions, contact Frank Hawkins or Julie Marshall, Hawk Associates, at (305) 451-1888, e-mail: info@hawkassociates.com , or visit www.americanmicrocaps.com or www.hawkassociates.com. In order to receive free e-mail notification of future releases for this company, sign up at www.hawkassociates.com/email.aspx.
Earnings.
The following, somewhat dated, report shows earnings for 2005 of .0129/share with an estimte of .032/share for 2006.
http://64.233.167.104/search?q=cache:rHi5WYOL21EJ:www.thezarreport.com/cvcp.pdf+cavico+earnings&...
However, the light gold chart on this message board shows earnings of -2.64/share.
Can anyone shed any light on this descrepancy?
Public Shell issue,
I agree with your point. Perhaps this will be a wakeup call to the head of Cavico (Bui) so that he questions Fraham's motives on other issues.
I wish that Bui, Henry and Tim would take some time to read this board.
Based on your other postings that you know one or more of them maybe you could call their attention to this board and investors concerns.
Tim,
What you are saying is that Tim is just a gofer for his brother.
He is on the Cavico Board of Directors so he is in a position to get inside information (for this brother).
I don't want to beat this thing to death but I am glad we have these message boards to express one's feelings on their findings about the company. Others can accept or reject people's comments or do their own DD.
Thanks for your feedback on my thoughts.
I leave it at that as well.
Thanks for the Response,
but I still don't like the fact that the brothers are steering Cavico to being another holding company (in part).
I would like to see the mining and hydroplant companies they spun off (with PRVH getting shares) brought back in as subsidaries. Cavico would need to buy out these companies to do that.
To me, revenue and earnings per share, are more important than the nominal increase of asset values that the spun off companies would give to Cavico.
Those reenues and earnings can no longer be counted as part of Cavico nor can all the employees that are in those operations.
Now hearing from you that Bui and Henry are old time buddies does not enhance my feeling about the situation that I expressed in my previous post.
An onion has golden skin but when peeled away the onion smells. Further processing can make that same onion very tasty.
I sure hope Cavico's operational process can do the same thing as I don't need another rotten item in my investment basket.
I will probably get out of this one
unless the Audit is very positive.
What I liked about Cavico ... what they were doing in a country that really can use their products and services. The overall outlook appeared so bright for the future.
What I Don't like about Cavico ... is the current arrangement with PRVH. PRVH is a Holding company whose president previously failed in the securities business. As such I assume (IMO) that the guy is completely ruthless.
Tie in the fact that Timothy Pham is a brother of the president of PRVH and the two companies share the same office. With this arrangemetn I don't think you can separate what is in the best interests of PRVH with what is in the best interests of Cavico.
Cavico had some very interesting subsidaries which would let the company leverage itself in many ways relating to updating the infrastructure of Vietnam.
Somehow PRVH has managed to convice the officiers of Cavico to spin of subsidaries into separate companies with Cavico holding stock in them as well as PRVH having stock (for their services). Other joint companies were formed to further diversify the company resulting in Cavico itself headed to be a holdling company.
Come on now, creating a joing company to help Other Vietnam companies to be listed in the US is in the best interests of PRVH, not Cavico.
Holding companies typically have a low PE and PRVH is no exception. Looking back at the deals that PRVH has done in the last year I expect their asset value will increase significantly. One can buy lots of stock in this company for just 6 cents a share at the present time.
I expect that when Cavico makes it to the OTC.BB there will be some bounce upward in the price. Since that is still a few months away there is time for me to reconsider pending the audit results and new contracts that Cavico will acquire.
This look Fishy to me because
All the connections between Cavico and Provincial Holdings.
--------------------
On August 29, 2006, Providential Holdings, Inc. ("Providential" or the "Company") entered into a Principle Business Cooperation Agreement (the "Agreement") with Cavico Vietnam Joint Stock Company, a Socialist Republic of Vietnam corporation ("Cavico"), which is a business conglomerate engaged in various business activities including, but not limited to, infrastructure, construction, energy, mining, information technology, and real estate development. Pursuant to the terms of the Agreement, Providential and Cavico have agreed to cooperate in funding, building, owning and operating certain businesses in Vietnam and other regions of the world and share in the benefits of these business operations. Providential and Cavico initially agreed to cooperate in the following projects:
Hydropower business. Cavico and Providential shall cooperate to form a joint-venture company, namely Cavico PHI Hydropower Joint Stock Company (“CPHC”) or any other name acceptable to both parties, to jointly fund, build, own, and operate any possible hydropower projects allowed by the government of Vietnam, such as Dak My 2, Song Bung 4, and/or other hydropower plants in Vietnam and/or elsewhere. It is anticipated that Cavico and its affiliates will contribute a maximum of 70% of the equity investment towards CPHC and retain a maximum of 70% of ownership in CPHC and Providential will contribute a minimum of 30% of the equity investment towards CPHC and retain a minimum of 30% of ownership in CPHC, respectively;
Cement business. Cavico and Providential shall cooperate to form a joint-venture company, namely Cavico PHI Cement Joint Stock Company (“CPCC”) or any other name acceptable to both parties, to jointly fund, build, own, and operate a cement plant in Phu Ly, Ha Nam province. It is anticipated that Cavico and its affiliates will contribute a maximum of 70% of the equity investment towards CPCC and retain a maximum of 70% of ownership in CPCC and Providential will contribute a minimum of 30% of the equity investment towards CPCC and retain a minimum of 30% of ownership in CPCC, respectively;
Mining business. Cavico and Providential shall cooperate to form a joint-venture company, namely Cavico PHI Mining Corporation (“CPMC”) or any other name acceptable to both parties, to jointly fund, build, own, and operate one or more mines in Vietnam and Australia. It is anticipated that Cavico and its affiliates will contribute a maximum of 70% of the equity investment towards CPMC and retain a maximum of 70% of ownership in CPMC and Providential will contribute a minimum of 30% of the equity investment towards CPMC and retain a minimum of 30% of ownership in CPMC, respectively;
Other business opportunities. Cavico and Providential shall cooperate in other business opportunities as deems appropriate. The required funding contributions and future benefits pertaining to each of these businesses will be mutually determined by both parties at the appropriate time.
Cavico and Providential have also agreed to enter into a separate agreements detailing the terms and conditions agreeable to both parties pertaining to each of the projects mentioned above.
----------------
Vietnam Financial Media Corp.
Vietnam Financial Media Corp (VFMC) , is a joint venture among Cavico VN, Ltd., Bao Viet Securities Co., Hawk Associates, Inc., and Providential Holdings, aiming to serve the needs of Vietnam-based public-traded companies and their investors.
-----------------
Henry and Tim are brothers.
Same office address for Cavico and Provincal Holdings
(what company pays for the office?
Given the track record of Henry that I have found so far I am beginning to feel uncomfortable with the whole situation involving Cavico.
Comments anyone?
Oh Henry,
After reading your post I decided to do a search on Henry. Some very interesting results, though a little dated.
It seems that the guy has pulled a few other shady things.
http://www.nasd.com/PressRoom/NewsReleases/2000NewsReleases/NASDW_011430
http://sec.edgar-online.com/2003/10/17/0001140905-03-000075/Section4.asp
However, he has been doing some promotion work in Vietnam
http://www.hawkassociates.com/prvhpr044.aspx
The above page has the following:
---------
HUNTINGTON BEACH, Calif. (May 23, 2007) – Providential Holdings (PRVH.OB) will be featured in an exclusive Market News First interview on May 24, 2007 at 3:30 p.m. CDT. Providential Holdings CEO, Henry Fahman will talk with MN1 host Kate Delany on www.mn1.com about the company’s strategic positioning in Vietnam and the emerging Vietnamese market.
About Providential Holdings
Providential Holdings and its subsidiaries engage in a number of diverse business activities, the most important of which are M&A advisory services and investments in the rapidly growing economies in Vietnam and Asia. As part of its activities in Vietnam, Providential has been hosting seminars in conjunction with the Nasdaq Stock Market, the Vietnamese Chamber of Commerce and Industry and several leading U.S. investment banking firms, to help Vietnamese companies go public and raise capital through the U.S. financial markets.
Than Sinking Feeling
Skeen - apology accepted.
I know well that awful feeling because I have another stock that I own that was delisted from the AMEX because SEC reports weren't filed. Now they are on the pink sheet as well.
Thomas Equipment (THME) is in the process of emerging from a terrible debt situation but their product outlook is positive assuming they can get things straightened out. However, they have done a terrible PR job in keeping shareholders informed and I have a Huge position in the company so waiting can be very frustrating.
In the case of Cavico I am more optimistic in the short term, meaning in the 3-6 month timeframe. Waiting for them to get their registration cleared up can be trying on one's patience but it will also give me an opportunity to free up some money to get a larger stake in the company.
Good Luck to You
Shares after Registration.
The following was on another Message Board.
http://ragingbull.quote.com/mboard/boards.cgi?board=CVCP&read=656
----------------
Shares Remain Valid, 60 Days to OTCBB!
Dear Mr. G,
According our attorney who assists in completing Form 10 the nature of the current shares such as class and number of shares will not be affected.
Thank you for writing to us.
the shares of all
Timothy Pham
Cavico Corp
17011 Beach Blvd., Suite 1230
Huntington Beach, CA 92647
Tel: 714-843-5456; Fax: 714-843-5451
Efax: 1-270-897-0243
www.cavicocorp.com
Opening Price once Traded again
I hope it goes down because I plan on buying more stock immediately.
Long term prospects look SO GOOD (sorry SkeeeenHead) but I am afraid just going from Pink Sheet trading to OTC will most likely result in lots of buying right away. Then when they go to NASDAQ the media will have lots of coverage on the stock - including ringing the opening bell.
The SEC annoucement of revoking the regisration said that there were 21 pink sheet market makers so once they go OTC more will jump on the bandwagon.
SEC / NASDAQ Requirements
Below is the complete page for the link that I posted yesterday.
--------------------------------
Taking International Firms Public on U.S. Exchanges
International Companies: Access To U.S. Markets
International companies wishing to sell or trade securities on U.S. markets may need to meet state and individual exchange requirements as well as federal requirements.
Canadian and international (non-U.S. formed) companies may trade their stock or other securities either on the U.S. exchanges or through the "over the counter" markets. Companies that want to trade on Nasdaq, the Nasdaq OTC market, or the U.S. securities exchanges must register their securities with the U.S. Securities and Exchange Commission ("SEC"), a process which usually takes several months. Canadian and international issuers should also be aware that in addition to meeting the U.S. federal requirements, their company will also either need to register its securities in the various U.S. states in which it sells its securities or be exempt from registration in those states.
SEC Registration for Nasdaq, the Nasdaq OTC market, or U.S. Exchanges
Canadian and international companies having existing trading markets outside of the U.S. that wish to trade on Nasdaq - either the Small Cap Market or on the National Market System, the Nasdaq OTC market, or on a U.S. securities exchange must file a registration statement with the SEC. Foreign private issuers (defined in general as any non-U.S. non-governmental issuer that does not have significant U.S. ownership, assets, control, or administration) will be able to use SEC Form 20-F, which is less onerous than the Form 10 that U.S. companies must use. Form 20-F requires the company to disclose, among other items, details about its business and properties, material litigation, where its securities trade and the persons or companies holding a controlling interest in the company, and information about its directors and officers. The company must include financial statements for its last three fiscal years, and the statements must be prepared either according to U.S. generally accepted accounting principles ("GAAP") or according to the GAAP of the company's domicile and include a reconciliation to U.S. GAAP. The financial statements must be audited by accountants that the SEC deems have acceptable levels of compliance with U.S. auditing standards. The Form 20-F filing must include as exhibits copies of key contracts and other material documents and be accompanied by a one-time filing fee of US$250. Following SEC approval of the filing, the foreign private issuer must annually update the filing and also file periodically those items that it makes available to its shareholders or otherwise files or makes public. In addition to being SEC-registered, the company must also satisfy the listing requirements of the Nasdaq or the appropriate exchange. Please note that SEC-registered companies will be subject to the requirements of the Sarbanes-Oxley Act of 2002, including provisions regarding financial statement certification and corporate management.
Most states will exempt from registration trades in stock listed on a major U.S. exchange or on Nasdaq/National Market System. These exemptions are not available in certain states for companies on the Nasdaq Small Cap Market or the Nasdaq OTC market, and those companies must review the laws of each state in which they want their stock to trade.
Rule 12g3-2 Exemption for Informal Markets
A Canadian or other non-U.S. company that is interested in having its stock traded in the general over the counter market rather than on a Nasdaq market or securities exchange, can do so by making use of an often overlooked SEC rule, the Rule 12g3-2 exemption under the Securities Exchange Act of 1934. Subsection (a) of this rule exempts a foreign private issuer from SEC registration if less than 300 U.S. persons owns that issuer's stock directly or through brokers or others. If the foreign private issuer has more than 300 U.S. shareholders, or otherwise would like to obtain an SEC exemption number, it can file a short application with the SEC known as a Rule 12g3-2(b) application. The foreign private issuer will need to include all materials that it either has recently distributed to its shareholders, filed with the stock exchange in which its securities are traded, or otherwise made public under its own local law. There is no filing fee. Once the SEC has accepted the Rule 12g3-2(b) application, the only other filings that the foreign private issuer will need to send to the SEC are copies of all information that it makes available to its shareholders or otherwise files or makes public at its domicile.
Companies should note that most U.S. states do not recognize this exemption and will require further compliance with their laws for secondary trading purposes.
How Long Does It Take; What Is Needed To Get There?
The Rule 12g3-2(a) exemption (for less than 300 U.S. shareholders) is self-executing and requires no further action. The Rule 12g3-2(b) application could take less than two weeks to prepare and send to the SEC. SEC review time could be as short as two weeks. The company needs to designate a responsible employee to work with U.S. securities counsel and deliver the material that it has recently made public.
The Form 20-F filing (and the related applications with Nasdaq or an exchange) is a much more significant event. It requires the company to make a commitment to designate a team consisting of its chief financial officer or controller, outside accountant, and a mid-level corporate official to work with U.S. securities counsel to prepare, review, and revise the filing and related exhibits. The filing is lengthy - 80 pages (not including financial statements) is not unusual. The company should expect at least a month's preparation prior to filing and expect at least 30 days to elapse after filing before the SEC issues its first letter of comments on its initial review of the filing. The total process could take at least 120 days. In order to speed up the process, the company should ensure that its designated personnel are delegated to the Form 20-F full-time both prior to filing and then again following receipt of the SEC's letter of comments.
Timelines
1. Suspension to Delisting
The SEC suspended Cavico from trading on June 13 so day marks the 2 weeks that they said it would take to decided what to do. Since Cavico agreed with the SEC sanctions and decided to register their shares (instead of updating the previous company SEC filings) it made sense to revoke the current registeration.
2. GAAP
It was July 28, 2006 when the company had a press release saying they were going to do an audit to get things in line with US GAAP.
Then on August 18, 2006 it was announced that they had retained a firm for the audit.
Somewhere I read that they were going to audit 3 years (that was before the revocation of the current registration).
So it has been more than 10 months of auditing. I would think the audit should be completed any day now.
3. Taking International Firms Public on U.S. Exchanges
See this page:
http://www.koltunlaw.com/articles/articles/takinginternatpub.asp
and the section that says.
How Long Does It Take; What Is Needed To Get There?
The Rule 12g3-2(a) exemption (for less than 300 U.S. shareholders) is self-executing and requires no further action. The Rule 12g3-2(b) application could take less than two weeks to prepare and send to the SEC. SEC review time could be as short as two weeks. The company needs to designate a responsible employee to work with U.S. securities counsel and deliver the material that it has recently made public.
The Form 20-F filing (and the related applications with Nasdaq or an exchange) is a much more significant event. It requires the company to make a commitment to designate a team consisting of its chief financial officer or controller, outside accountant, and a mid-level corporate official to work with U.S. securities counsel to prepare, review, and revise the filing and related exhibits. The filing is lengthy - 80 pages (not including financial statements) is not unusual. The company should expect at least a month's preparation prior to filing and expect at least 30 days to elapse after filing before the SEC issues its first letter of comments on its initial review of the filing. The total process could take at least 120 days. In order to speed up the process, the company should ensure that its designated personnel are delegated to the Form 20-F full-time both prior to filing and then again following receipt of the SEC's letter of comments.
Why Worry?
One couldn't trade the shares at this time anyway.
The company can't have both the old and new shares registered at one time so the old registration had to be canceled (i.e., revoked) first.
The revocation 'might' be an indication that Cavico has submitted the initial paperwork to the SEC.
Look for Cavico to follow up with their own press release on this soon.
Goldfinger is Here
I bought June 12, suspension started June 13. I didn't find this board until after I bought stock.
I'm here to learn more about the company and provide information and comments.
Sorry if I appear to be negative but I am really very positive about the prospects of the company.
I just am trying to unravel things in terms of the interworkings amongst the current and former subsidaries and draw people's attention to things that 'might' surface from the GAAP audit and SEC registration.
By the way, thanks for the URL's for press releases in your other post. I appreciate it. Wish others would dig a little deeper as well.
I am not a day trader or short seller.
Another Investment that is Ambigous
So they invested in another for hydropower. Probably a good investment but they won't be able to count revenue from this in their own reports. Just an increase of asset value as things move along.
The aritcle goes on to state their experience in hydropower - this is something that is included in both of the subsidaries that were spun off into new companies.
Again, it is not clear in my mind how they can sell off subsidaries that specialize in something and then claim they will leverage their experience of the same in this new company.
Perhaps it is only the Project Management. Or as stated in my other post today they may have a core of engineers to subcontract some design. If it is construction itself then they are competing with their own strategic parners - Cavico Mining and Vinavico.
Still this move will be beneficial to the people of Vietnam mut it leaves this shareholder a little bewildered as to exactly how the company opeates.
Follow Up Comments
Be specific has to what items you want cleared up.
The spin offs were determined by searching on the names.
HiTech info was from a web search.
$500 million backlog was in an article but it is not broken down as to what is done by each spin off.
If you check the annouoncements for contracts that were awarded you often will see things like 'Cavico Mining' which can't be included for the core company.
Some press release Examples
1. $1.1M contract - For Cavico Mining and Energy Construction
http://biz.yahoo.com/iw/070530/0259141.html
The article calls Cavico Mining a subsidiary which is no longer since the company is publically traded in Vietnam. Energy Construction is a subsidary but there is no breakdown has to how much each of the 'entities' will get.
2. $3.5M contract - same issues as above.
http://biz.yahoo.com/iw/070416/0238980.html
3. $20.7M - okay with this as it is for the Tunneling Subsidary.
http://biz.yahoo.com/iw/070515/0252795.html
4. $4.7M - this is just for Cavico Mining so revenue can't be counted.
http://biz.yahoo.com/iw/070321/0229129.html
5. $6.2M - okay with is as it is for the Tunneling Subsidary
http://biz.yahoo.com/iw/070314/0226669.html
6. HydroPlant - don't have the URL handy but a press release mentioned that once the plant was built it would generate revenue of $50M/year. Cavico Mining was involved in the contstruction and it is unclear as to what part of Cavico plans on operating the facility.
I am not trying to get people to drive down the stock so I can but it cheaper. Actually I bought the day before trading was halted at an average price of $1.76 and intend to buy more once trading resumes, no matter what the price is.
The point I was making in my other post is that it is not clear how the company now functions. However, I am sure that there will be a big downward scaling of the revenue expected for 2007 which was stated to be between $130M-$140M. The spin offs were done in 4Q of 2006 so that year's revenue of $80M should be fairly accurate, subject the scrutiny of the GAAP audit.
Due your own Due Diligence
Also you might write to Timothy Pham at Cavico since he has been very responsive to people's questions.
Financials will NOT look Good!
The GAAP audit will uncover many things that will cause lots of disapointment. The SEC Registration will reveal a few other things.
First off - Cavico spun off 2 subsidaries in late 2006: Cavico Mining and Vinaico. Revenue can not be include in this year's reports though the Asset Value should reflect the 50% holding of Cavico Mining and 17% of Vinaico. Further, the reported 3000 (or is it 3500) employees reported to be in Caviaco will be significantly reduced.
It is somewhat confusing what all the company really does now. The Cavico Mining company does mining, road and hydropower construction. Vinavico does hydropower - not sure how both of these can be doing hydropower.
Those 2 companies should be listed as 'strategic partners' now and now as operating companies.
The spin off of these subsidaries and possibly some more in the future means that Cavico itself his head towards being a Holding Company.
Look at the list of operating companies on this page (which was lifted from one of Cavico's web pages at one time) and see what is left - Bridges & Tunnels, power, energy, buildings, transportation, (equipment) trading, and web design (Cavico Hitech). Then there are some services that they provide.
Could it be that they have maintained a core of the 700 engineers to do the actual design for Mining and Vinavico?
I hope this mess of things can get cleared up when the Registeration is done. It won't be by the audit since their focus will be on the numbers and not so much what the company itself really does now.
SEC Registration Requirements.
See this page for details.
http://www.aicpa.org/audcommctr/guidance_resources/regs_and_fncl_reprtng/other_regs/49.htm
Being compliant to US GAAP is a necessity and that is why the Audit must be completed before they can file. It could well be that it will take longer than the 60 days mentioned in the today's press release.
I kind of like the fact that the company will be doing this because once filed we will be able to get more information on financial conditions and market risk.
Cavico to go to OTC.BB - will take 60 days.
Announcement today:
http://www.hawkassociates.com/cvcppr052.aspx
Cavico Corporation Announces Plan to File New Registration Statement and Move to OTCBB
Company Accepts SEC 12-J Sanctions In Preparation to File Form 10 Registration Statement
LOS ANGELES, Calif. and HANOI, Vietnam – June 25, 2007 -- Cavico Corporation (CVCP) announced today that the company has agreed to accept the 12-J sanctions imposed by the U. S. Securities and Exchange Commission (SEC). This will result in the continued delisting of the company’s stock while a new Form 10 registration statement is prepared and filed with the SEC.
The company expects the process will take at least 60 days and the stock will resume trading on the OTC Bulletin Board once the Form 10 is approved by the SEC.
Ha Quang Bui, Chairman and CEO of Cavico Corporation, said, “Since the announcement by the SEC of the suspension in trading of Cavico shares, we have been actively cooperating with the SEC with the help of the Sichenzia Ross Friedman Ference (www.srff.com) law firm to get the current issues resolved. We have made it clear to our shareholders that the suspension of trading in our stock by the SEC is not associated with the operations or conduct of Cavico Corporation. The problems underlying the suspension were associated with the pre-merger company. As we work toward issuing the Form 10 registration statement, we will keep our shareholders fully informed of the progress of Cavico. The outlook for our company is very positive and we are confident that future events will substantiate this.”
On June 13th the SEC announced a two-week suspension in the trading of Cavico Corp.'s common stock because the pre-merger company Laminaire Corp. (n/k/a Cavico Corp.) has not filed the required periodic reports with the Commission. In addition, on June 13th, 2007 the SEC issued a public administrative proceeding against Laminaire Corp. (n/k/a Cavico Corp.) to determine whether the registration of each class of securities should be revoked or suspended for up to 12 months. As noted above Cavico has decided to accept the 12J revocation of it status as a public company. This will have the effect of discharging Cavico’s obligation to file the delinquent reports of Laminaire Corp. and will give Cavico a fresh start with the SEC once Cavico files its Form 10.
Cavico will continue to provide information to its shareholders through press releases as developments occur. Shareholders are encouraged to contact the company's investor relations and communications representatives at the numbers below with questions or concerns.
Vietnam-US to sign contracts worth US$4.5 billion
In the news today: see this page.
http://english.vietnamnet.vn/biz/2007/06/707680/
A very timely visit as Calico most likely will be mentioned at sometime during the visit.
Debt and things
Does anyone know what Cavico's debt is?
Some Points.
1. Reverse Split - not just to get the price up but to reduce the number of shares. 90 odd million is a tad high though the float is only 8 million. I hate reverse splits but a 1 for 2 might be in order.
2. SEC suspension - interesting because as a pink sheet company they are not required to release quarterly reports and SEC filings - though both are recommended to attract financial institutions to lend them money. Since the SEC suspended trading one would think the investigation process is further along than one might think.
3. Moving to OTC, NASDAQ, AMX or NYSE - filing of quarterly reports is mandatory and I don't think just one report will get them there. June ends their 2nd quarter so a report would be in order. I am not exactly sure what the timelines are but I believe a company has 35 days to file a quarterly report and 60 days to file an annual report. It probably won't be until mid October before Cavico has enough SEC filings to clear the way to move off the pink sheets. I sure would like to see that be sooner.
Cavico Mining & Construction is shown on this site as a Cavico Operating Company. However Cavico Mining has their own stock which is traded on the Vietnam stock exchange. As such it is a Separate Company and revenue and net income can not be included with that of Cavico itself. Since Cavico owns 50% of Cavico Mining the fair market value of these shares would be considered an asset of Cavico's.
Cavico Mining should not be shown as a subsidiary of Cavico but as a Strategic Partner.
In the press release for the IPO of Cavico Mining, Cavico stated that they planned on issuing stock for other subsidaries. I would hate to see this since Cavico would then become more of a holding company.
Revenue growth on a year to year basis as well as net income is more meaningful to investors than an increase in assets.