Funny .... those were pretty much my exact thoughts two years ago ... before I lost ... oh about 98% of my investment ... so it goes .
Learned a lot about debt and share conversion deals, though ... and how obviously blind management teams can be to reading the fine print.
jt

my, my, my

jt

The last time the price was at 0.01 was Jan/Feb of last year, so pretty much all of the shares that have been issued since then have been at a lower value (and the majority of those have been way below 0.01). As of Jan. 20 of last year, there were 117,000,000 shares outstanding and in May '08 there were 178,000,000 O/S. So, that means that somewhere in between those numbers is the number issued at or above 0.01. If you call it 140,000,000 or so, that leaves us with about 760,000,000 shares valued at below 0.01 (and most of those would be at the lower end of the 0.0001 - 0.01 scale).

Percentage wise, that means only about 15% (max) are at 0.01 or above.

Don't get me wrong, Rob Mon - I don't want to be the voice of doom and gloom, but the evidence seems pretty incontrovertible. This company is in deep debt and has absolutely zero cash flow, and the insiders who are calling the shots are using share payouts to cover all costs and pay salaries. In addition, they keep using ridiculous share conversion agreements to borrow more money.

In reality, as long as there are outside investors (ie. suckers) there to buy the stock, they can probably keep limping along for a little while longer ... particularly when they push through the 300-1 reverse share offering (approved by all the insiders who control the majority of stock - did anyone on this board actually vote for the split?). It looks as if they are thinking that if they can survive and keep offloading the cost to outsiders, they may even be able to pay off some, most, or all of their debt (through the monthly debt/share conversions that Yorkville then sells to unsuspecting, wide-eyed outsiders). It doesn't matter to the insiders, as they just keep paying themselves in shares every month or couple of months. Eventually, if the debt is cleared (ie. it is paid for by outsiders who never see share value return to anything close to what they bought it for), the insiders end up with a decent / controlling share of the company that has been paid for by you and I and everyone else on the outside.

It's a good racket if you can make it work ... unethical as could be, but welcome to the game, I suppose.

I wish I were wrong, but I came to this conclusion last spring and predicted on this board that - if it were true - there would be 400 - 500 million shares outstanding within a year. Not only does it seem that I was right, but these guys have actually doubled my worst case predictions. Nifty.

But then, hey, maybe Lloyd Spencer actually does feel he has an ethical responsibility to take care of and protect the outside shareholders who have paid to keep his dream and his company alive, and maybe he has some fabulous plan in the works. Miracles do happen, don't they??

jt

There are plenty of shares out there being held by people at far less than 0.01. In the 3rd quarter filing alone, a spree of stock payouts was recorded. I have included this below. Add it up - hundreds of millions of shares were payed out at way, way below 0.01. And that doesn't include the fourth quarter of last year or the first quarter of this year when all the director payouts will be recorded (all at the 0.0001 market price in January - so lets say another several hundred million). In addition, they paid out another 97,000,000 to Yorkville for debenture conversions on their ridiculous amount of debt in the 3rd quarter. The numbers for the fourth quarter and first quarter of this year will be several hundred million more to Yorkville (all in the price range of 0.0001-0.001). So, there are plenty of shares out there ... that's why they want to do the 300-1 split ... because they have actually maxed out the total possible number of shares and they need/want to keep on handing over these ridiculous share payouts to insiders while everyone else gets screwed. This thing may double or even triple on some churning (which makes a few bottom feeders some money, which is cool), but there is no way it is going back to anything close to 0.01 ... there are just too many shares and too many feed bags on the inside that are crying out to be filled. JMO

jt

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the quarter ending September 30, 2008, the following common shares of the Company were issued:

In August, the Company issued 86,849,782 shares to Viejo Coro in satisfaction of a note payable in the amount of $46,006, accrued interest of $8,663 and unpaid performance bonuses of $14,388 earned in 2007.

In August, the Company issued 5,000,000 shares to Koger Consulting in satisfaction of $4,500 in accrued consulting fees.

In August and September, the Company issued 30,000,000 shares to Arturo Fernandois in satisfaction of accrued consulting fees of $17,000.

In August, the Company issued 4,375,000 shares to YA Global Investments, L.P. as an inducement to loan the Company $37,500 under two note payable arrangements. At the time of issuance, the value of the shares was equal to 10% of the principal balance of the respective notes. These notes payable bear interest at 18% and mature in December 2008.

In September, the Company issued 1,200,000 shares to Jim Suthers, 6,000,000 shares to Raphael Cariou, and 12,000,000 shares to Amy Spencer as inducements to lend the Company $5,000, $25,000 and $50,000, respectively. At the time of issuance, the value of the shares was equal to 10% of the principal balance of the respective notes.

These notes payable bear interest at 18% and mature at various dates throughout the first quarter of 2009.

In September, the Company issued 8,000,000 shares to Linda Robison in satisfaction of $4,000 in accrued services.

In September, the Company issued 12,500,000 shares to Gregory Sichenzia in satisfaction of $5,000 in accrued legal fees.

In the third quarter, the Company issued 17,512,890 shares to Raphael Cariou for $19,590 in deferred salary.

In the third quarter, the Company issued 1,085,482 shares to Bob Byam for $1,152 in deferred salary.

In the third quarter, the Company issued 16,435,136 shares to Jon Mandrell for $16,154 in deferred salary.

In the third quarter, the Company issued 1,343,284 shares to Kevin Sikorski for $1,100 in deferred salary.

In the third quarter, the Company issued 6,386,440 shares to Jim Suthers for $5,542.63 in deferred salary.

In the third quarter, the Company issued 8,960,000 shares to Frank Robison for $9,284 in accrued salary, bonus and paid time off.

In the third quarter, the Company issued 15,000,000 shares to Lloyd Spencer for $14,680 in deferred salary.

In the third quarter, the Company issued 15,000,000 shares to David Hyams for $9,221 in deferred salary.

In the third quarter, the Company issued 16,890,000 shares to Martin Harvey in satisfaction of a $13,643 commission earned on a sale.

In the third quarter, the Company issued 1,500,000 shares to Sara Grand for a $750 bonus.

In the third quarter, the Company issued 1,500,000 shares to Alan Yoshinaga for a $750 bonus.

In the third quarter, the Company issued 1,500,000 shares to Rob Mackie for a $600 bonus.

In the third quarter, the Company issued 94,551,163 shares to Connie Weisel towards salary and bonus due to her late husband, Walt Weisel, former CEO of the Company. The Employment Termination and Retirement Agreement between the Company and



21

Did you ever hear back from the co. Chunga? How is this thing still even listed? Are people still showing up at work? Anyone know?

jt

So, just a shot in the dark here, but is this part of the reason for the 300-1 split. This is a notice of intent for Coroware to "acquire" LTC (... perused their website, but I am still pretty vague on what LTC actually does ... ), and, unless they found a bag of cash under a rock, Coroware doesn't have enough money to buy toilet paper right now let alone a company. Sooo, 300-1 split then issue a ton more stock to pay debts and acquire LTC??? Or is there any way this deal allows them to issue more stock in case the 300-1 fails? Thoughts, anyone? Golfer?? Mr. Fundamentals?? SPIN??

jt

yes, yes - nol. I read and understood it the first time (and I understand the losses carried forward concept - thanks for that); however nol seems to be a pretty irrelevant figure when the company has deceasing gross profits, negative cash flow with zero cash, a share price that is as low as it can possibly go, and a few million in debt in the form of a death spiral financing arrangement. NOL is just fancy accounting jargon for losing money. Having said that, perhaps you understand penny stock investing better than me and, therefore, know something I don't. I honestly hope so, and, and despite the rudeness of your reply, I hope you succeed here.

Take care,

jt

First, where are you pulling 0.0009 from? The current market price is 0.0002 and it hit 0.0001 today. Sooo, 0.0002 times 300 is 6 cents - the market values this stock at 0.0001 - 0.0002 right now, so the market will value the stock at 3 - 6 cents after a 300-1 R/S. Second, the current O/S is 603 million by their accounting in the R/S statement provided by Aries (you know, the low end of my 600-900 million estimate). Finally, market capitalization of this company is $120k, so I really don't know where you are pulling all your numbers from.

jt

The director share compensation for 2007 is based on the average price of the stock during the month of January, 2007 (.13).

I don't think management values this stock at anything higher than what the market does right now. I think this R/S move is a desperate attempt to pay down most or all of the outstanding Cornell debt. 300-1 brings the total number of shares down to 2 or 3 million, priced somewhere around 3 - 10 cents. The very next step will be to issue 10 - 20 million more shares (and then another 20 million and another and ...) and then try to sell them off at those prices and hope they make enough to clear the debt.

There are of course two problems with this plan:

1) As soon as they start selling shares, the price will drop and the waiting hordes of short sellers will gleefully pile on and drive the price right back down to 0.0001 in next to no time. I doubt they will make even a couple of hundred thousand before we are right back to current prices.
2) This plan, of course, pretty much completely ignores the interests of current shareholders. There is no doubt that it will be carried out with the full knowledge that prices will plummet. The goal will be to pay the debt off before it hits absolute bottom. The plan will culminate with another massive R/S sometime several months or a year down the road - ie. the company may survive, but we will all pretty much get shafted (no surprise there).

But then, most of you probably already know this because you've gone through it before. Nice.

Oh, and thanks chunga - if I thought I could get enough proxy votes, I would give it a try, but I don't know how many people would actually go for it.

jt

Yclip,

Hope springs eternal, I suppose ... and yes, I do think there is some visceral pull to this dysfunctional chatroom family. And, where is Harry? He just sort of abruptly stopped posting.

Anyway, I think I might go to this "shareholder meeting" referenced in the R/S paperwork. Maybe I will put my name forward as a "fifth director" representing outside shareholder interests. I am actually only half joking, as I think - lost cause or no - someone has to represent all the people on this site / investors outside the inner Coroware sanctum. Platform / proxy vote points could be: 1) refusal of the $100,000 (in shares) "new" director fee; 2) a proposal of a share buyback program; 3) limits on share payouts to insiders (including a restructuring of the director compensation plan); a commitment to putting outside shareholder interests either first or on equal footing as insider interests; 5) a commitment to real transparency and keeping shareholders informed and up to date.

Just a thought.

jt

Hmmm ... I thought there was to be no R/S until the Cornell debt was dealt with. A 300 - 1 split with current debt agreements just means another spiral down to 0.0001 ... at 300 times less the value as before. And, even if the stock goes up a little, it would have to increase 100X in value for most here to be anywhere near break-even point (which I realize is never going to happen). I say limp along until (if ever) the debt is cleared and then start buying back shares. But, of course, that would involve putting current shareholders first, which ....

You'd think that the current meltdown would have some people wondering whether the "business as usual" approach was really the best corporate strategy available. But then again ... you'd also think investment "professionals" wouldn't have touched repackaged junk grade debt with a ten foot pole. And ... dowwwnnnn we go (again).

jt

Although I really don't hold out much hope for a real turnaround in Coroware's fortunes, I have to agree again/add my voice to Big Baller's and Mr. Fundamental's, etc/et al. - could we please change the picture and write-up at the top of this board? Please? I understand the strong feelings W.W. generated in people, but he passed away months ago and the company headquarters have been moved to Washington. There are no justifiable "investor information/public disclosure" reasons to keep things the way they are. I have read back over months (years?) of posts, and I was left deeply impressed by the diligence and truth-seeking exercised and evidenced by the current moderators; however (and with all possible respect), please make some changes or pass the torch to those who will.

Thanks

jt

This is probably common knowledge to many out there, but I found it somewhat illuminating. If you read the "CROE" yahoo message board, you will have already seen it, but if not:

http://topguntrading.net/forums/index.php?showtopic=1494

It is worth reading through to the end ... seems like it describes a lot of the action on this stock. If so, it makes the "extra" dilution (options, awards, etc.) that much more perplexing - why speed the process up?. Oh well ... dead is dead just the same.

jt

The only trouble with declaring bankruptcy is that the debt to Cornell is secured with the patents and intellectual property rights of the company (as well as the negligible physical assets), so there is no way that these guys can just walk away and start up again with the same/similar products. And, we are not talking Chrysler here - I doubt any court would provide shelter for the company itself. In addition, I am willing to bet that Cornell retains a very good set of legal sharks who are there to ensure no one walks away clean from a 2.5 million debt. Finally, does Microsoft really need to do business with a company that is bankrupt/has serious legal problems? To me, it seems that regrouping after Chapter 11 isn't a viable option and walking off into the sunset means walking away from absolutely everything for Spencer, et al.

I suspect that these guys dearly want to keep this thing afloat, but I also think that they just don't really care how they do it. Unfortunately for them (and morality judgments aside), I think they may be shooting themselves in the foot (feet?) by disregarding the effect of bad PR and negative shareholder sentiment. I think they could fight the battles they have to fight, make the tough calls they have to make, and still not appear like they are feeding at the trough. Not to mention the fact that generating 400,000,000 shares in a matter of weeks while recording a decreasing net income just doesn't make any sense in any business play book.

I asked U&D for his opinion partly because I feel he represents the high end of the bell curve of optimism. When your most loyal and trusting investors are sadly shaking their head, you are definitely doing something wrong, and you should be very concerned that your share price is about to disappear. Right there with ya U&D.

Here's hoping I (and now pretty much every other person on this board) am wrong.

jt

So ... you sell/give yourself ridiculously large numbers of shares in lieu of cash at 50% of what those shares are selling for on the open market. And then, surprise, surprise, the market price immediately falls to the employee/director/owner discounted price ... sort a self-fulfilling (and very obvious/easy to see coming) prophecy.

Sadly, internal pricing of stock at 50% of the market value says one of just two things:

1) new management has questionable (to say the least) corporate scruples and a complete disregard for old and new public shareholders alike.
2) new management believed/believes that the shares of their company were/are worth 50% of what the market did/does (ie. a complete lack of confidence in their own product/abilities).

Either way (or both), that doesn't bode well for the future. It seems to me that by internally pricing the shares a small but noticeable amount above market value (thereby also issuing a few less shares), management would probably have seen a jump in share price. I think most investors who are even slightly interested in this company are looking to see that this "new" management has confidence, intelligence, responsibility and integrity. I even think there were a lot of current investors who would have invested more money if they had seen evidence that management's attitude to outside investors had truly changed. People "want to believe" in this company and its new management, and they are (were?) holding their breath, hoping "things had changed." I think you can (could?) feel it. It seems like such a shame not to have capitalized on this expectant and hopeful mood. Unfortunately, "same old, same old" is simply going to kill this stock (if it wasn't already dead).

It seems like a pretty simple formula: 1) don't line your own pockets at the expense of public investors 2) don't see yourself as somehow more privileged or more deserving than the outside investors who have given you their trust and more importantly their cold hard and real cash, and 3) show confidence that the share price is going to go up rather than down. From that, maybe just maybe, we would have seen a small and gradual jump in share prices rather than a collapse. And, it would certainly have set the stage for the future if the financial situation actually improves a little. 50,000,000 shares priced at 0.005 or even 0.01 is a heck of a lot better than 100,000,000 shares priced at ... well ... nothing.

But then hey, "greed is good," right, and what do I know about anything?

Up and down, what are your thoughts? Seriously, where did you go?

jt

Thanks for doing the math, golfer. ... sigh once again. Just once, I would like to be pleasantly surprised rather than severely disappointed (to put it mildly).

Three questions for you: 1) Is it clearly stated somewhere in the financial statements of the last few years (or anywhere that an outside public investor could read/find) that Viejo Coro is owned by Spencer, et al.? 2) What are the details surrounding the debt held by Viejo Coro? 3) Finally, who comprises the "et al."?

And, for anyone out there: Is such a beneficial, under priced transfer of shares actually legal? Can directors/officers of a public company receive payment for services or money lent to the company at a share price entirely of their choosing?

jt

Pretty quiet out there ...

Revenue and income targets missed, which means that badly needed infusion/installment of $200,000 from Cornell will not be forthcoming (unless they renegotiate a debt deal with even less favorable terms ... if that is possible). 603 million shares outstanding!! with 345 million of those shares being issued just since June 30 (page 15 of 10-Q)!! Do you still have faith U&D (no sarcasm intended)?

jt

Ha ha ha ha ha ha .... OMG!! (I choose to laugh rather than cry).

As of August 15, 2008 there were 603,273,631 shares of the issuer's $.001 par value common stock issued and outstanding

Well ... I guess that pretty much sums up how the "new management" feels about shareholder equity/value.

(Oh, and did I say in a previous posting that 50 - 100 to 1 R/S was coming up ... more like 200 - 500 to 1 after all is said and done .... nice!!!).

jt

30,000,000 shares at ave. 0.001 is still only 30 grand, so I doubt it is a major Cornell conversion. Let's hope so, anyway, because if they start converting heavily at these prices, there will literally be billions of shares O/S in no time.

My guess is that this is one or both of the estates cashing out, which doesn't necessarily mean anything, good or bad - they may know something, but they also may just need the money or/and don't want to be part of the new Coroware. At least the share price didn't plummet with that many shares being dumped on the market ... that certainly isn't a bad thing.

jt

Thanks for the reply golfer. I actually got those exercise prices ($1.51/$1.44) directly from page 11 of the registration statement. The italicized portions of my last posting are direct cut and pastes/quotes from the S-8, which is why I was confused. I thought all the options had been issued and or repriced down to $0.01 or below.

As to how much I have invested - like all good wagers, I put enough down to cause me to sweat a little, but not enough to dramatically alter my life if (when??) it all goes south (where, I agree, it seems to be heading pretty quickly). And, although I would be much happier if the perspiration went away all together, this stock has at least provided me with some very good lessons regarding penny stocks and creatively/opaquely worded financial reports/filings.

Thanks again.

jt

Golfer or anyone who is adept at financial accounting,

Could you please help explain a few things about the last S-8. This one is a little more confusing than previous ones, and I would like someone else's take on it if possible.

Points of confusion:

1) This Offering (from page 6)
Shares of common stock outstanding prior to this offering:
288,517,898 (1)
Shares of common stock offered pursuant to this prospectus
200,000,000
(1) As of July 22, 2008. Does not include shares of common stock issuable upon exercise of outstanding options or warrants, and assumes that all options registered herein are exercised and sold.

In previous registrations, the number of shares O/S after the offering was always listed and the note on shares outstanding "prior to this offering" has never "assumed" that "all options registered herein will be exercised and sold." What does this mean here? Does the July 22 number somehow include some or all of this 200,000,000 registration or is this just poorly worded?

2) Selling Shareholders (from page 11)
The selling shareholders named in this prospectus (the "Selling Shareholders") are offering 200,000,000 shares of our common stock that may be offered and resold from time to time by certain eligible participants and existing selling shareholders. The selling shareholders named in this prospectus were granted the options in consideration of services rendered as directors of the Company and such shares are issuable upon exercise of stock options at an exercise price of either $1.51 per share or $1.44 per share, depending on the dates of grant, which were November 27, 2007 and December 4, 2007, respectively.

These options do not seem to be listed or accounted for in the 2007 annual report. Where did they come from and does this mean that the shares being registered for sale here by Messrs. Spencer and Mandrell are options that strike at $1.44 or $1.51???? First of all, what is the point of that (when the current price is $0.0009)? And, second, 30,000,000 "new" shares/options are being registered for resale here for/by each man, so does that mean they were granted approx. $45,000,000 each in options? That seems a little odd.

3) Share Registration Info. (from page 11)

Shares Beneficially Owned Prior To This Offering (1)
Lloyd Spencer: Number(1): 9,181,642 Percent(2): 3.18%
Jon Mandrell: Number(1): 1,453,136 Percent(2): 0.50%

Number of Shares That May Be ReOffered Pursuant to the Prospectus
Lloyd Spencer: Number(1): 39,181,642
Jon Mandrell: Number(1): 31,453,136

Shares Beneficially Owned Upon Completion of the Offering (1)
Lloyd Spencer: Percent(2): 11.93%
Jon Mandrell: Percent(2): 9.57%

Here are the notes for the above table (page 11), which are a little dense, but my questions follow.

1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of common shares actually outstanding on January 2, 2008.

(2) Applicable percentage of ownership is based on 288,517,898 common shares outstanding as of July 22, 2008. Since our company does not currently meet the registrant requirements for use of Form S-3, the amount of common shares which may be resold by means of this reoffer prospectus by each of the selling stockholders, and any other person with whom he or she is acting in concert for the purpose of selling securities of our company, must not exceed, in any three month period, the amount specified in Rule 144(e) promulgated under the Securities Act.

Sooooo, if you do the math, the percentages owned by Messrs. Spencer and Mandrell after the offering do not match the number of shares that may be reoffered puruant to the prospectus, which, I assume, means they intend to sell a small number to the market. In the case of Mr. Spencer, the difference is 4,761,457 shares and in Mr. Mandrell's case it is 3,841,973 shares. Is my assumption correct or am I missing something/not understanding something here?

Any take on these points/issues would be much appreciated.

jt

Seriously U&D?? I mean ... seriously???

I would like to believe I will at least break even on this myself, but - unless you stand to benefit directly from the 200,000,000 shares registered for employee/director compensation - how do you really expect to receive anything but a beating now? In truth, I doubt anyone long term is even considering selling because they would only end up making enough for a movie and some popcorn. However, it doesn't even matter if everyone here heeds your advice and "holds on to their shares" because the market is being flooded with freshly minted ones. At the rate this company is burning through shareholder value, there will be 400 - 600 million shares O/S by the end of the year!!! And then in January '09, they will pay out the director compensation shares and options for '08 (not to mention ever increasing Cornell conversions).

Think about it - even if everything somehow miraculously works out (??????????) and the company manages to land a huge contract and get out of the Cornell hole (a very, very big "if"), an absolutely massive reverse share split will have to occur in order to bring the O/S into some kind of reasonable line. Even 10 - 1 will not be enough now ... it will have to be 50 or 100 to 1 when all is said and done. So what does that mean for outside investors?? Shorts who jump in right at the last moment will make out, but the long term, faithful, trusting, supportive public investors of this company are going to end up with next to nothing. Does it matter if the share value climbs up to 45 or 50 cents if it happens after a 50 - 100 to 1 reverse share split?? I think not, but that is the reality - the current share situation makes it inevitable. And, sadly, it seems more and more likely that this dilution/massive reverse split is actually part of the strategic plan of the current management (... and maybe it is the only option they felt they had left ... but I would like a little more info. about the nature/tenor of the "golden handshake"/estate payout negotiations).

.... but, oh well ... we paid our money and we took our chances ... but just please don't try and spin it as anything other than what it is - if it walks and talks like a duck ....

jt

Was a little tied up there for a while, and I still am somewhat overloaded with work, but I did read over the last filing quickly. Yikes is about all I can say!!! 288,000,000 shares OS!!! - that number pretty much blows my worst predictions out of the water!! Holy Dilution Batman. And an S-8 filing in order to register another 200,000,000 for handouts to employees/directors in options and stock compensation plans. That's potentially 488,000,000 shares OS, and we haven't even seen second quarter numbers yet (which will most likely result in another unfavorable renegotiation of debt terms with Cornell, which will mean yet more dilution). Yikes!!

So, why have the numbers skyrocketed so much?? Has a significant amount of the Cornell debt just been converted, or are these shares payoffs/handouts to ex-directors and estates of now deceased directors? Or both? Also, note on page 11 of the S-8 that Lloyd Spencer and Jon Mandrell are listed as the the two selling shareholders in this latest offering. They seemed to have picked up 30,000,000 shares apiece in this latest offering, thereby increasing their combined percentage control of the company significantly (from 3.69% to 21.5%!!!!). What the ....... ?????

I can only assume that this is an attempt to retain/regain/take control of the company after the latest management shakeups. A ton of shares have obviously just been printed/handed out to settle estate claims and ex-director golden handshakes, etc., which have probably diluted current/remaining management control down to nothing. So, what's the best way to deal with that? Well, now that all those claims have been settled, why not just print a ton more shares and then award those shares to yourself, thereby shifting ownership of the company back into your hands and diluting the crap out the value of the shares you just paid out to estates/ex-directors. Unfortunately, once again, those wonderful public "outsider" investors seem to be "stuck in the middle again" as the value of our shares has also plummeted (and will continue to do so).

It also seems a little suspicious that this crazy dilution / share wealth transfer is occurring just before a supposed shareholder meeting that is supposed to take place some time in the fall. It effectively ensures a controlling share of the votes for the current board. Oh well ... perhaps it a necessary/unavoidable consequence of a corporate power struggle, and the winners will focus on returning some level of accountability and fair treatment to the general schmuck shareholder. Here's hoping.

jt

With no sarcasm or condescension intended, I would like to second these questions, U&D. Could you please explain the reasoning behind your suppositions?

jt

Allright .... we just broke through 0.002 ... next stop 0.001 ... sigh.

True, but the bids are going the wrong way ... at this point, I would be happy if it just found a bottom some time relatively soon. But, I suppose with open-ended conversions and estate payouts, etc. that may be wishful thinking. Oh well ... such is life ... and the odd time the universe does surprise.

jt

Yes ... very dead ... gives the "dog days of summer" a whole new meaning. I wonder what happened to the press release fervor of a month or two ago - where did that flurry of news snippets and "featured stocks" appearances whirl off to?

jt

no volume ... no volume ... no volume .... good or bad??

jt

When your company is bleeding buckets and your shareholders are being squeezed, you could always follow the leads of CEO Larry Kellner and President Jeffrey Smisek of Continental Airlines - they just waived their salaries for the remainder of 2008. I know that Coroware cannot be compared to Continental, but I do wonder what kind of message it would send to the people who own the 88,000,000 (or more) float shares if the directors announced a temporary hold/reduction on all director compensation payouts for the remainder of this year.

I know there are good people involved with this company, but I wish they would just show it a little more publicly. If they openly acknowledged the dilution problems and made an effort to at least temporarily show solidarity with outsider shareholders, they might even be rewarded by an increase in share price (its not like the market is completely unaware of the ongoing dilution). At the very least, such a move would go a long way to easing some of the bad feeling/ill will on this message board, which might even result in a more positive tone to the postings. This board gets a fair amount of exposure, so a more positive board would probably mean more investors, etc., etc. .... funny how that whole karma thing works ... even in a free market.

jt

A small snippet of news today ... and a whole bunch of shares dumped.

June 3, 2008 - 7:52 AM EDT
CoroWare Achieves Microsoft Gold Certified Partner Status
Earns Networking Infrastructure and Security Solutions Competencies
CoroWare Technologies, a wholly owned subsidiary of CoroWare, Inc. (OTCBB: CROE) today announced it has achieved Microsoft Gold Certified Partner status. Microsoft Gold Certified Partner status brings market recognition to companies providing consistent, high-quality products, services and solutions built on the Microsoft platform, and will further help CoroWare deliver high-value services and innovative solutions to its customers worldwide.

CoroWare earned Microsoft Certified Partner Status in February of this year. The upgraded Gold status gives the company access to a higher level of resources for Microsoft support, services, licensing and marketing. These additional resources will allow CoroWare to deliver higher-quality solutions and services based on Microsoft's platforms and products.

"Achieving Microsoft Gold Certified Partner status, the highest level of Microsoft's Partner Certification program, assures our customers that CoroWare's services and solutions meet the highest standards set by Microsoft," said Lloyd Spencer, president and CEO of CoroWare Technologies. "Achieving this important milestone further demonstrates CoroWare's ability to deliver innovative Microsoft .NET solutions and robust IT infrastructure implementations based on Microsoft's platforms and products."

In addition to being a Microsoft Gold Certified Partner, CoroWare earned competencies in Networking Infrastructure Solutions and Security Solutions. Earning the Networking Infrastructure Solutions Competency demonstrates CoroWare's ability to deploy infrastructure solutions for small- to mid-size businesses that include Windows Server 2003. The Security Solutions Competency recognizes CoroWare's ability to deploy Identity and Secure Access solutions based on Microsoft platforms and tools such as Internet Security and Acceleration (ISA), Windows Server 2008 and Active Directory.

----

jt

Well, volume certainly seems to have dried up. Is that no buyers or no sellers? (I don't have access to deeper chart info than on here, and I am not sure how much info. is actually available for OTCBB stocks?). No buyers = bad; no sellers ... maybe interesting??

jt

Nope, no change - employee stock plan only - directors/officers are only eligible for shares under this plan if they do something beyond just directing or officiating. So, these are 30,000,000 shares to be added to the OS in addition to the dilution coming from director/officer compensation plans/agreements. I can hear the 300 million OS train leaving the station.

This is a new plan and not retroactive, but it leaves me to wonder what exactly was the justification for "giving" Ms. Robison some 7 1/2 million shares for just "agreeing to be the Secretary of the company." I still haven't seen any accounting of the services she rendered to earn those shares or any details of her "employee agreement". And now that she is the CFO, details of said agreement are even more pertinent.

jt

30,000,000 shares just registered in a new S-8 along with a new 2008 stock incentive plan. The language is pretty dense, so it will take a while to figure out if it changes anything re: director /officer compensation.

If anyone else is quick at reading these type of documents, your opinion/analysis would be appreciated.

Thanks.

jt

Some news today (2 items total):

May 28, 2008 - 7:52 AM EDT

1)
CoroWare Announces Microsoft Robotics Studio and CoroWare ClassPack Training Class

Sara Morgan, Author of "Programming Microsoft Robotics Studio," Joins CoroWare Robotics and Automation Team

CoroWare Technologies, a wholly owned subsidiary of CoroWare, Inc. (OTCBB: CROE) today announced that it will be holding a course and hands-on lab on Microsoft Robotics Studio and CoroWare ClassPack July 8-9 at the Microsoft Partner Solutions Center in Redmond, Washington.

Sara Morgan, author of "Programming Microsoft Robotics Studio" and Microsoft Most Valuable Professional Award winner for her work with Microsoft Speech Server, will be conducting this upcoming course and hands-on lab. Sara is an established author who has published numerous technical articles in programming journals and has a strong interest in artificial intelligence and cognitive science.

"Ever since I can remember, I have had an interest in understanding the human brain and the behaviors that we take for granted. That, along with my passion to help others lead better lives, has led me towards the field of service-based robotics," said Sara Morgan, robotic software engineer at CoroWare. "I believe we are at the beginning stages of a technological explosion in which robotics will become ubiquitous with daily living."

This class will introduce concepts that are relevant to running robotic simulations and help developers understand the tools and technologies that are available with Microsoft Robotics Studio. Coupled with the CoroWare ClassPack and CoroWare CoroBot, this course can help research and development teams accelerate the development of mobile robotics applications and technologies.

CoroWare's two-day course will offer developers an overview of Microsoft Robotics Studio and the tools and technologies that it supports, including Visual Programming Language and the Visual Simulation Editor. The course will include a hands-on lab so developers can take full advantage of CoroWare ClassPack for Microsoft Robotics Studio, which features a simulated CoroWare CoroBot.

"We are excited about offering training classes that can help our research customers take even better advantage of Microsoft Robotic Studio, CoroWare ClassPack and the CoroBot product line," said Jon Mandrell, Director of CoroWare's Robotics and Automation business unit. "We are especially honored to have Sara Morgan, a very capable developer and remarkably gifted author, join CoroWare and round out the Robotics and Automation team."

The course will be held at the Microsoft Partner Solutions Center on the Microsoft campus July 8 and 9. The cost is $990 for the two-day course and lab. A 10% discount will be available for Microsoft employees and Microsoft Partner Solutions Center members. For more information about this upcoming class, visit http://www.corobot.net.

Source: Marketwire (May 28, 2008 - 7:52 AM EDT)

2)
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS


As of May 22, 2008, Robert J. Smith Jr. is no longer serving as Interim Chief Financial Officer of CoroWare, Inc. (the “Company” ).


On May 22, 2008, the Company’s Board of Directors authorized the appointment of Linda Robison as Interim Chief Financial Officer, effective immediately. Linda R. Robison has been an attorney in private practice for the past 28 years. Ms Robison has served as independent general counsel to the Company since August 25, 2004 and has been an independent general counsel to Robotic Workspace Technologies, Inc. since 1996. Ms. Robison became the Secretary of the Company on March 20, 2008. Ms. Robison holds a B.S. in Psychology from the University of Georgia where she graduated Phi Beta Kappa and Magna Cum Laude, a J.D from the University of Akron Law School where she was valedictorian and a Masters of Law in Taxation from Boston University. Ms. Robison practices in the areas of taxation, corporations, mergers and acquisitions, business law and contracts.

-----

Don't know if the second is good or bad for the "success of the company" ... but I am sure that it means more free stocks for Ms. Robison. Sigh ... I want to get free shares/money just for showing up.

jt

Okay,

So what do we suppose for tomorrow - 0.004 - 0.007 territory for ... oh say ... a two week period that ends with another "purely coincidental Friday Flop" back down to 0.002 (trending just a little bit lower of course)? Amazing how that float hasn't changed since December, no shares have been registered and no insiders are allowed to be trading their newly minted shares. Think I'm getting pretty close to this: http://www.sec.gov/complaint.shtml .

jt

Thanks for the reply golfer,

Actually, I am just looking at the difference between the figures given in note 7 (pg.F-11) and Item 2 (pg. F-19). In note 7, it shows - as you noted - that Cornell redeemed 16,538,974 shares for $96,900 worth of principal, but in Item 2, it gives the redemption sales price for the 16,538,974 shares as $155,443. There could be a difference in what these figures represent, but it just seemed a little odd to me (I am not an accountant, so I could be completely off base here ... but give me a few months ... and I'll be up to speed ).

So, if they have never posted net operating income, why in the world would they/Cornell have signed on to this agreement as written?

And, without that cash infusion from Cornell, they seem pretty much sunk .... so that gives them about 1 - 2 months to come up with the "hail Mary" pass (big new contract ... or BFC for short) to win the game. Well ... that sure puts any estimates for share prices next year in a new light.

jt

A few things don't add up actually; for example, the total they generated from debt conversions doesn't add up using the individual dollar conversion figures they provide. I know my accountant pretty much never misses dotting an i or crossing a t, but there seem to be little errors everywhere in these filings.

Also, the Cornell agreement stipulates "net" profit as the requirement indicator rather than "gross", right?

And I am going to go out on a limb here, golfer, and guess that the BOD approved the bonus payments at the same meeting (last April, I believe) that they brought in/approved the new director compensation package. Correct?

jt

Jeez,

when you read back over all those posts and the threads they come from, it sure seems like all the people who work/worked at and run/ran this company hate/hated each other. Where did all the bad blood come from? Is there something in the water in Fort Meyers?

jt

nifty ...

didn't they pay a whole whack of cash in legal fees to the lawyers who actually did the settling? .... sigh ... some people's kids ...

jt

Just curious - what exactly was the "criteria" for obtaining a bonus? I know it was probably pretty similar to that used to determine "bonuses" for finance and mortgage company CEOs in the last year, but just the same, I'd like to know how they justified it in this particular case.

jt