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I've been doing some research to verify that it only takes 2 yrs of audited financials when submitting Form 10 to re-register. While researching, I stumbled on a company that was revoked in 2011 and managed to get re-listed and trading again in 2012. Interestingly enough, they took the same path that it looks like we're taking. I'm walking through the timeline so you will see about how long it took to start trading after they submitted their form 10. The point is.. IT CAN BE DONE!
1. Hemiwedge Industries (HWEG) - SEC revoked due to lack of financials in February 2011
Here's a link to company announcement about delisting. Notice in this announcement, they mention by being revoked, they would only have to submit 2 yrs of audited financials instead of all years (saving the expense).
http://www.bloomberg.com/apps/news?pid=conewsstory&tkr=SHMT:US&sid=a3NaezZF9CIk
2. Hemiwedge then sold essentially all of their assets in May 2011 and changed the name of the company to HII Technologies. They retained $300k net cash at closing of the sale.
3. HII Technologies filed form 10-12G with two yrs of audited financials to re-register their securities on 9-14-11
4. SEC made comments and requested additional information on 10-11-11
5. HII submitted their updated 10-12G/A on 10-20-11
6. SEC notified the company they were done with their review on 11-2-11
7. HII started trading under a new symbol HIIT February 13, 2012
Link to OTCBB daily list announcement
Here's a link to the SEC filings and correspondence. It will give you a feel for how extensive the form 10 is and what kind of comments the SEC had.
Link to filings
Thanks Rich. I didn't see how Esko could merge with or purchase CSG, when their sales/profits are included in Danaher's bottom line. Danaher talks about Esko in their last 10K and what it adds to their Industrial segment. Danaher is already a public company trading on the NYSE.
I just read the information E-trade sent me by e-mail (at 1:20 am).. I now have a headache!
Here are some of the key things I think I got from it (please correct me if I misunderstood anything!)
The positive:
1. The asset sale is for $3.8M
- $600k of that will be held in an escrow account by ESKO in case of any indemnification claims. If no claims, the money will be paid to the company as followed: $100k in 18 months, 50K in 24 months, the remainder in 30 Months
- The company must maintain a net worth of $1.3M for a period of 39 months (which means they have to have some kind of corporate identity for that period of time).
The negatives:
1. The officers received approx 750M shares as a bonus for the transaction (for a $3.8M transaction..are you kidding me?). Some may look at that as a positive, I look at it as a lot of dilution.
2. It's not going to be easy to exercise dissenter's rights.
LOL.. they certainly don't give any incentive to stay with the company! I'm wondering if that's what they are hoping for (everyone exercising their dissenting rights).
I hope there's a little more info in the "information materials" to make an informed decision.
For example, I want to know the following regarding the company:
1. How many total shares are there (even though I understand the number will go down a certain percentage after shareholders exercise their dissenting rights).
2. What amount will be left after paying off debt (even though that amount would decrease based on how much they will have to pay to the dissenters).
3. What's their timeline for getting financials completed to get listed again.
I fear we are going to have to make decisions with very little to go on.
I e-mailed Phil last night asking about the letters with the name/password. Here's his response (sent to me last night).
"The mailing with your login & pswd just went out today. Email me again if you do not receive it by this Friday and I'll get it for you."
So.. has anyone received the notice with name and password? It's written like the notices were already mailed out.
I don't think we will see any Danaher stock. I've been looking through their filings and it looks like all of their acquisitions have been cash transactions.
I think it's likely we see a acquisition or merger using the cash we get from the sale.
Either way, it's a positive.. at least SOMETHING is going on!
Rich, I don't understand your comment about getting rid of the consulting side. Blocker said they sold Cape Systems Inc, so it looks like the consulting side is what we are left with.
Two subsidiaries (according to the link I had in my last post):
Cape Systems Inc
Cape Systems and Consulting Services Limited
We know in January they had at least two operating subsidiaries (according to the information at the bottom of this link). So basically we're left with "Cape Systems and Consulting Services Ltd".. unless they pull another rabbit out of the hat.
http://investing.businessweek.com/research/stocks/private/snapshot.asp?privcapId=28283934
Does Danaher own Esko? Look at the Business directory under businesses. Esko released a PR in January 2011 regarding the acquisition, but it's confusing, I'm not sure if Danaher acquired all of Esko or part of it.
Link to Danaher's website/
This is going to be interesting to see how this plays out. I'm kind of getting excited! LOL
Good Housekeeping had a Frozen Yogurt article posted on Saturday (Aug 31st). It looks like they had tasters try different brands. JALA's Chocolate Fudge Eclipse got the highest rating.
Link to Article
I spent some time this morning checking on the grocery stores that have on-line shopping for pick-up. Coinguy got me a little worried!
I found several stores that still list JALA. I found something interesting.. they seem to have ice cream now. When I did this a couple of months ago, the Food Emporium had the yogurt bars listed. Now I can't find the bars, but they have JALA Chocolate Fudge Ice Cream (different than the fudge bars). I actually found several products not listed on the website.
I started copying all of the SKU/UPC numbers I could find. I googled each to find what stores had them. Sometimes when I went to the links, they no longer had the product, but when I researched the store, I usually found some kind of JALA product. Bottom line.. it appears there are still several stores carrying at least one of the products. In some cases several products were listed. For example (click on link):
Foodtown listings
Here are all of the numbers I found. I found I had better luck just searching on the number (without using SKU/UPC or name of product).
SKU/UPC: 850461002002 Chocolate Fudge Ice Cream
SKU/UPC: 850461002194 Frozen Yogurt-Chocolate Eclipse
sku 850461002163 Frozen Yogurt - Blueberry Patch
SKU/UPC: 850461002170 - Strawberry Dreams
SKU/UPC: 850461002187 - Frozen Yogurt- Pomegranate Passion
SKU/UPC: 850461002026 Frozen Yogurt - Pomegranate Cream Bars
SKU/UPC: 850461002057 Vanilla Chocolate Ice Cream Sandwiches
SKU/UPC: 580461002008 Chocolate Fudge bars
SKU/UPC: 850461002040- Frozen Yogurt sandwiches - vanilla
SKU/UPC: 850461002019- Lemon green tea swirl Bars
SKU/UPC: 850461002033 - Vanilla Blueberry Swirl Bars
One of the stores I clicked on had sandwiches and pints of the Vanilla Bean Bliss, but I can't remember which banner I was looking at! HA It seemed each store had something a little different. Might be based on what sells the best in the different locations.
I wish they would update their website, so we could see what products they have now and in which stores.
I didn't panic. I bought more on the walk down and was happy for the opportunity.
I wasn't surprised by their 10Q. I didn't expect them to have a great 1st quarter. It appears they're in the process of rebranding and they now have money for slotting fees. I look for them to start advertising their products once they get their ducks in a row. That's not going to happen over night.
I could care less if they hire an IR person right now. I would rather they spend the money to move products. I wasn't happy to see the info on Wexler. He's still pulling in 150K a year as a consultant, so I doubt he's totally on the sidelines.
All penny stocks are a gamble, but I think the odds are a little better on this one. They're experienced in this industry and they've had success before. I'm hoping they can do it again. Time will tell.
I doubt he will post the outcome, but I looked it up. The case was dropped 9/7/11. Case number CRC1110169CFANO in Pinellas County, Fl.
Thanks for the input Jarta.
jarta,
So, are you saying the DOJ's Motion for Summary Affirmance doesn't fall into the "dismissal" category?
From the Ninth District Court FRAP Rules:
Circuit Rule 27-11.
Motions; Effect on Schedule
(a)Motions requesting the types of relief noted below shall stay the schedule for record preparation and briefing pending the court’s disposition of the motion: (Rev. 1/1/03)
(1)dismissal; (Rev. 1/1/03)
(2)transfer to another tribunal; (Rev. 1/1/03)
(3)full remand;
(4)in forma pauperis status in this court; (Rev. 1/1/03)
(5)production of transcripts at government expense; and (Rev. 1/1/03)
(6)appointment or withdrawal of counsel. (Rev. 1/1/03)
(b)The schedule for record preparation and briefing shall be reset as necessary upon the court’s disposition of the motion. Motions for reconsideration are disfavored and will not stay the schedule unless otherwise ordered by the court. (Rev. 1/1/03)
http://www.ca9.uscourts.gov/datastore/uploads/rules/rules.htm#1255037
itrader,
"I think you'll find when they started trading under a new symbol on a new exchange the old common shares were deemed worthless"
If you mean the old common shares weren't carried forward, I think you're wrong. If by worthless, you mean because initially it only traded for .01 a share, you would be right! LOL It did bounce to .25 shortly after.
I've read the filings... have you? They changed their name to M Line when they were still de-listed. Here's a copy of the December 2009 shareholder letter they released when they got approved to start trading again. They are thanking the shareholders for their patience and support while de-listed. If you look at the common share count and transactions, you will find they were included in the first filing after re-listing.
http://sec.gov/Archives/edgar/data/1072248/000114420409066882/v170147_ex99-2.htm
Look, I don't have any idea what will happen with Cape, I don't have enough invested to stew over it. It's a crap shoot and I don't think it's something that can be resolved quickly.
I'm just pointing out a few (very few) revoked stocks have managed to get re-listed. Check out the history on Impax Labs when they got revoked for filings (they had the bucks to resolve their issues quickly).
M Line (MLHC) is still trading (last trade 11-12). Go to Pinksheets and look at quote, chart, filings, etc. I didn't say it had been successful... I just said it had been relisted! LOL
Renee,
"CYSG stays revoked for all eternity , IMO . If TOMS were to audit ALL Cape's Financials and begged the SEC for a re-evaluation it would be a historical first because it has never happened before , to my knowledge . Keep in mind TOMS had ample opportunities to avoid the Suspension and Revocation but chose to let both happen."
There have been some SEC revoked pink sheet stocks that were re-listed. Gateway International Holdings was one that came to mind. Here is a link to a PR Gateway released when the SEC revoked them. They came back on the OTC.BB under the name M-Line Holdings (same stock). It took a while, because they had a real mess to untangle.
It doesn't happen very often, but I have seen it happen more then once the last 15 yrs. Right now, we own shares in a private company... I won't speculate what Toms will do or if we will get whole.
http://newsblaze.com/story/2006061305050200001.mwir/topstory.html
Me2,
I see your point and you could be right. When I looked again, I noticed they called it a "combined" statement of operations versus a "consolidated" statement (which is how they labeled it in their previous filings).
I wasn't familiar with the term "common", but I found this definition which just created more questions in my mind! LOL
"Combined Financial Statement
1. A financial statement giving information on the assets, liabilities, profits, and losses of a corporation containing multiple companies. Each company's financial statement is given individually (that is, statements are not reconciled) and released together. This gives investors and shareholders an idea of the relative standing of each affiliated company and subsidiary, and thus the prospects for the corporation as a whole. It is important to note that a combined financial statement is different from a consolidated financial statement, which reconciles the numbers."
Deb'
Me2,
I'm a little confused about this statement:
"After going back and looking at the financials release in the PR, it makes ABSOLUTELY no mention of their subsidiaries."
If you look at the bottom of that PR, you will see 2 sets of financial numbers. The first set is for Cape Systems Group and the second set is labeled Cape Systems Inc.
I went long on this because I like the potential and Nic's history.
Debbie
Thanks for responding, your answer makes sense now. Let's clear up a couple of things though.
Why do you culties think they are going to go on the hook for a trade in which they are merely a transactional broker?
There seems to be a "stupid belief" that just because someone posts on a CMKX board that they are a "Cultie". You have no idea what I am or am not. I have played around in stocks for years and this is one to watch no matter what the circumstance. I think this is the second time I have ever posted on this message board. You on the other hand....
Thar is a really stupid belief, that can be held only by someone who does not understand how transactions work.
If I understood exactly how all transactions worked..I wouldn't have been asking you, now would I?
I approached you, because you seemed to be the most knowlegable and "ex-clearing" was a new term to me. I'm really wishing I hadn't bothered. You people post endlessly that you are trying to educate. Seems to me you are doing nothing more then showing your arrogance and very rudely at that!
SEC10, Can you help me understand something? If I understood your messages right, you are saying that fails are almost impossible because the DTCC system is bullet proof. My question is...what about transactions that settle outside of the DTCC? Jeffries letter states that the transactions were requested to be on an "ex-clearing basis". I found the following on a Feb 04 Technical Notice:
http://www.nasdaqtrader.com/Trader/News/2004/technicalupdates/tu2004-014.stm
Currently, however, DTCC does not accept or clear Ex-clearing transactions, which include trades that are identified by the trade modifiers of “C”- Cash, “ND”- Next Day, “SNN”– Sellers Option, where NN (2, 4 to 60) is the number of business days for extended settlement after the trade date. Although ACT accepts these transactions for tape reporting, ACT does not send them to DTCC for settlement because they are not qualified for CNS settlement. Firms have to clear and settle these Ex-clearing transactions outside of the DTCC CNS Settlement Process
I may be totally misunderstanding this, but it has me a little curious as to what kind of checks and balances there are for these types of transactions. Thanks in advance!
Deb'
Gump, I still can't find a link for the "PR", but after looking around...it seems that Average Joe posted it first. Imagine that! LOL
http://www.siliconinvestor.com/readmsg.aspx?msgid=21037015
LOL Jim...That brought back some great memories. I remember that post when it happened. HYSTERICAL! That was one of the all time classics!
Betcha I have one you don't know...a little stock... WRLB.
If you want a real laugh, check this out, go back and forth a few posts
Hope you are well!
Deb'