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Started a position today. Lets go.
10K is out. I don't see much new business wise. The most important change in my opinion is as the very end in the "Subsequent Events" section. About 4.5 million shares issued to consultants, and 20 million shares issued to Chin for prior loans. So we go from about 2.9 million shares outstanding to 27+ million. That sucks.
I wondered who that was.
Well at least the late notice lets us know someone is still alive at the company. It amazes me that they have 90 days to finish the 10K and yet every year they need 15 more.
I believe we should see either a 10K filed today or a late notice. My bet is on the late notice.
There were no revenues for 2014 and 2013.
Still quite boring here. What's everyone's take on their progress?
As quiet as CLAD has been, I don't expect any filing or activity soon. Last year they didn't file their annual 10K until April 15. It shouldn't take 3 1/2 months to close out the year-end books. And, I'm not sure what the big hurry was to do a reverse split then stay quiet for the better part of a year.
Renee, my guess is there is nobody here to contact. Even the Nevada license is in default. Who knows if the address they show for the officers is even valid any more. They're a year and a half late:
http://nvsos.gov/SOSEntitySearch/CorpDetails.aspx?lx8nvq=OdNv1UJOpnPjO7j24XQ9Tg%253d%253d&nt7=0
How many shares you holding?
Man, nothing happening here.
Great, more bad news for CLAD. I saw this press release from the SEC today. It's in regard to CLAD's current auditor. It's not directly related to CLAD, but when the SEC issues charges against your auditor it can't be a good thing. M&K CPAS, CLAD's auditor is named in these charges:
SEC Announces Charges Against Attorneys and Auditors in Microcap Scheme Involving Purported Mining Companies
FOR IMMEDIATE RELEASE
2015-9
Washington D.C., Jan. 15, 2015 — The Securities and Exchange Commission today announced charges against attorneys, auditors, and others allegedly involved in a microcap scheme the agency stifled last year when it suspended the registration statements of 20 purported mining companies being used for sham offerings of stock to investors.
The SEC Enforcement Division alleges that a Canada-based attorney and stock promoter named John Briner orchestrated the scheme, which entailed creating shell companies supposedly exploring mining activities. Briner had been suspended from practicing on behalf of entities regulated by the SEC, so he recruited clients and associates to become figurehead executive officers while he secretly controlled the companies from behind the scenes. The registration statements falsely stated that each CEO was solely running the company when in fact Briner was making all material decisions.
The SEC Enforcement Division further alleges that none of the companies had any intention of pursuing mining, and mineral claims purportedly owned by each company were never actually transferred to them. The registration statements falsely claimed that each company was capitalized by the CEO’s $30,000 purchase of issuer stock when in fact it was Briner who was funding the companies.
The SEC’s stop order proceedings last year enabled the subsequent suspension of the registration statements for the 20 microcap companies before any investors purchased the stocks, which were ripe for pump-and-dump schemes.
“Briner allegedly orchestrated a massive scheme to create public shell companies through false registration statements,” said Andrew M. Calamari, Director of the SEC’s New York Regional Office. “Our action in this case proactively prevented Briner and his cohorts from carrying out the fraud to an extent that directly harmed investors.”
The SEC Enforcement Division alleges that several gatekeepers helped Briner perpetrate his scheme. They along with Briner are named in the order instituting a litigated administrative proceeding:
• Colorado-based attorney Diane Dalmy allegedly provided opinion letters for 18 of the mining companies in which she falsely stated that she conducted an investigation of the companies’ stock issuance.
• Nevada-based audit firm De Joya Griffith LLC and partners Arthur De Joya, Jason Griffith, Philip Zhang, and Chris Whetman were engaged by Briner for the purpose of auditing the financial statements of some of the mining companies. The audits they conducted were allegedly so deficient that they amounted to no audits at all, and they ignored red flags that Briner was engaging in fraud.
• Texas-based audit firm M&K CPAS PLLC and partners Matt Manis, Jon Ridenour, and Ben Ortego were similarly engaged by Briner for the purpose of auditing the financial statements of some of the mining companies. The audits they conducted also were allegedly so deficient that they amounted to no audits at all, and they ignored red flags that Briner was engaging in fraud.
“Attorneys and auditors have a serious obligation as gatekeepers to protect the integrity of our markets, and the individuals we’ve charged in this case failed the investing public in their roles,” said Sanjay Wadhwa, Senior Associate Director for Enforcement in the SEC’s New York Regional Office.
The matter will be scheduled for a public hearing before an administrative law judge for proceedings to adjudicate the Enforcement Division’s allegations and determine what, if any, remedial actions are appropriate. The Enforcement Division alleges that Briner, Dalmy, and the auditors violated the antifraud provisions of the Securities Act of 1933 and that the auditors violated Rule 2-02(b)(1) of Regulation S-X and engaged in improper professional conduct under Rule 102(e) of the Commission’s Rules of Practice.
In separate orders instituting settled administrative proceedings, three of the figurehead CEOs installed by Briner agreed to settlements for their involvement in the scheme. Without admitting or denying the SEC’s findings, they each agreed to be barred from serving as an officer or director of a public company or from participating in penny stock offerings. They also agreed to give up money paid to them by Briner as “consulting” fees and pay additional penalties:
• Stuart Carnie of Ocala, Fla., was installed as the purported sole CEO of three of the companies. He participated in the offerings of their securities and signed false and misleading registration statements. Carnie must pay disgorgement of $6,000 plus prejudgment interest of $337.85 and a penalty of $12,000 for a total of $18,337.85.
• Charles Irizarry of Peoria, Ariz., was installed as the purported sole CEO of three of the companies. He participated in the offerings of their securities and signed false and misleading registration statements. Irizarry must pay disgorgement of $6,000 plus prejudgment interest of $337.85 and a penalty of $12,000 for a total of $18,337.85.
• Wayne Middleton of Salt Lake City, Utah, was installed as the purported sole CEO of two of the companies. He participated in the offerings of their securities and signed false and misleading registration statements. Middleton must pay disgorgement of $4,000 plus prejudgment interest of $225.24 and a penalty of $8,000 for a total of $12,225.24.
The SEC’s investigation was conducted by Jason W. Sunshine, James Addison, and Lara Shalov Mehraban in the New York Regional Office, and the case was supervised by Sanjay Wadhwa. The litigation will be led by David Stoelting, Mr. Sunshine, and Jorge Tenreiro.
http://www.sec.gov/news/pressrelease/2015-9.html#.VLkttXl0zcv
CLAD has been quiet. Now that the fiscal year has ended maybe the company can hurry up with their audit and move forward with whatever plan Chin has to follow that ridiculous reverse split.
Well the ask price is back down to earth these days. Darn.
That's funny. ...and sad, all at the same time.
Wow, there is something going on. I put a sell at $20 for 100 shares. The ask went from $50 to $20 for a about 5 minutes, then it jumped back to $50. I thought, "What the...". Then I checked my account and I got filled for 10 shares sold at $20 with 90 shares still pending. They must not want to show any ask below $50. I'm assuming that they don't have to show offers under 100 shares. Not sure, but this is looking very interesting.
He'll be trying to, but not on the open market. Like I said, I foresee a registration statement in our future. I was hoping it would come soon after the split, but now that we are close to year end, I figure they might wait until they finish the year-end audit. They will need "fresh" numbers in the statement anyway. Might as well kill two birds with one stone. As I said before, I just hope he offers those shares at a nice price...at least $5...$10 would be better.
I noticed that. Odd.
Other interesting stuff:
On September 20, 2014, the Company signed a contract to purchase an apartment building which has six floors to be used as a dormitory for the Company’s workers. The Company paid $1,864,824 to PanJin XingHua Real Estate Development Co., Ltd for the purchase of this building. The building will be transferred into the Company’s name during April 2015 due to additional renovations and modifications that will be made prior to the completion of the purchase agreement. There are no further payments to be made in the future as the full payment was made on September 20, 2014.
On June 10, 2014, Liaoning Dingxu entered into a contract with Liaoning Shenglande Biotechnology Co., Ltd., a limited liability company (the “Liaoning Shenlande”) organized under the laws of the PRC. Under the contract, Liaoning Dingxu invested $2,438,033 into Liaoning Shenglande to plant fresh mushroom from July 15, 2014 to July 15, 2019. During the period of cooperation, Liaoning Dingxu will get the 50% of profit after tax of Liaoning Shenglande. Liaoning Dingxu has the right to receive $2,438,033 at the end of cooperation period.
Well the 10Q is out. Not much of a surprise, as I thought. However, there is a glaring error on the first page:
As of November 19, 2014, there were 46,450,000 shares of common stock of the registrant outstanding.
It should be more like 2.3 million.
My thoughts on CLAD:
I don’t think we’ll see any big surprises in the 10Q which is due in a few days. My focus is on what comes next. My guess is the company is going to try to raise money by selling shares, probably by filing an S-1 registration statement. There really was no need for them to do a reverse split with only about 1.75 million shares in the public’s hands. They had several other options. Now that they’ve reduced the public float down to about 87,500 shares the really screwed us and themselves. You can’t do anything with that structure.
So, with that said, if they file an S-1 the big question is at what price will they be selling the shares? For us pre-split owners, it better be at least $5 per share or we basically got screwed with the reverse split, and in my opinion the company will have screwed itself in the process- because they will be selling shares at discount compared to what they could have sold them before the split. A $5 price would put the shares at pre-split price of about $0.30. A new investor base at that price would be “fair” to me. Anything less would be a slap in the face to the old investors and ridiculously poor move by the company.
They file late all the time. I wouldn't read too much into it.
I asked a friend of mine (who's in the business) about the trading symbol and when he thought brokerages would stop restricting online trades in CLADD. I trust him. Here's his reply:
The extra “D” on the symbol will be there for 20 days but once it becomes CLAD again the problems you are currently having will cease. Adding the extra letter for corporate actions was a horrible idea by the regulators and has caused havoc in the brokerage and investment community.
Reflecting corporate actions is slower for OTC issuers than it is for exchange listed companies many times, due to the fact that there is not a large following and many times share exchanges requires sending physical certificates to brokers and DTC, which is slower than the electronic DWAC process. Unfortunately there is nothing the company can do in order to speed the process up.
10Q should be due by 11/15 (perhaps 11/17 since the 15th is a Saturday). Not sure why the R/S means he has cash to burn?
I wonder when the spit will "settle" completely. I notice that Schwab will still not allow purchases online yet, and Yahoo finance still doesn't fully recognize the new symbol. I think Etrade will not allow buys online yet also. Once all that is settled there will be more activity.
I hope, but no buyers now either. CLAD is good company, but the stock split made no sense.
Two can play that game. I just bought TWO shares at the ask! 6.899. LOL
Volume is crazy today! We're flying now. One (1) share traded so far. Whoo hoo. And at the bid no less, $2.42.
Well, who ever wanted 45 shares this morning for $6.99 seems to have sold this afternoon at $3.42. Lets see, that's $314.55-$153.90 = -160.55. Not a good trade when you lose half your money.
The dangers and drawbacks of a low-float stock.
Just checked Schwab...also complete! Good call yesterday. I figured each broker could possibly be on it's own "schedule" but I guess most of it is handled electronically.
Who's your broker?
Final CLAD trades. Here's a list of the final pre-split trades:
Price Size Mkt Time
$0.171 400 OTCBB 10/23
$0.1851 1,775 OTCBB 10/23
$0.15 725 OTCBB 10/23
$0.20 2,500 OTCBB 10/23
$0.23 1,363 OTCBB 10/23
$0.229 1,000 OTCBB 10/23
$0.20 2,560 OTCBB 10/23
$0.23 3,889 OTCBB 10/22
$0.23 1,111 OTCBB 10/22
$0.25 9,000 OTCBB 10/22
$0.23 1,000 OTCBB 10/22
$0.23 5,000 OTCBB 10/22
$0.185 1,000 OTCBB 10/22
$0.18 4,000 OTCBB 10/22
$0.211 2,000 OTCBB 10/22
$0.22 5,000 OTCBB 10/22
$0.25 2,500 OTCBB 10/21
$0.33 2,500 OTCBB 10/21
$0.28 700 OTCBB 10/21
$0.27 2,500 OTCBB 10/21
$0.281 1,500 OTCBB 10/21
$0.287 4,000 OTCBB 10/21
$0.27 500 OTCBB 10/21
$0.32 2,500 OTCBB 10/21
$0.32 2,500 OTCBB 10/21
$0.42 2,500 OTCBB 10/21
$0.42 220 OTCBB 10/10
$0.52 1,250 OTCBB 10/10
$0.597 850 OTCBB 09/23
$0.57 5,000 OTCBB 09/23
10 shares @ $6.99: Our first post-split trade. A value of $69, LOL.
Adjusted backwards that's a pre-split price of $0.349 per share. Unfortunately that value is at the ask price. The bid is $3.40, or $0.17 pre-split.
I suppose it could be worse. We'll see what happens from here.
No, actually it’s confusing, but there is no minimum price required. You are confusing ‘OTC Markets’ with the OTCBB. They are not the same. OTCBB is run by FINRA, the Financial Industry Regulatory Authority, and has been operating for decades. OTC Markets was started by a group of people about 6-8 years ago. They started OTC Markets because a lot of companies can’t afford to file SEC reports and the rules are so stringent. They have different ‘tiers’ on the OTC Markets. The OTCBB only has one tier, you’re either a fully reporting company or not. If you’re not, in the past the only other option was the pink sheets.
CLADD is fully reporting. They file 10Q’s each quarter and a 10K each year with the SEC. If you don’t see those filings for a company on the SEC’s website (Edgar) then the company is NOT fully reporting. There’s no minimum price requirement for the OTCBB, although now, these days, many brokerages will not allow you to trade in certain OTCBB stocks, or any stocks, that don’t have a minimum price. That’s their rule.
The two different websites are:
www.otcbb.com
www.otcmarkets.com
As I feared, the spread is almost 100%. With only 88K shares in the float it'll always be that way, or worse.
I don't know about that. Not sure the bid/ask has anything to do with when our brokers will update our accounts. And, being on the OTCBB has nothing to do with price, it's all about if the company is an SEC filer or not.
Schwab replied and said:
1) I can buy CLADD right now online
2) I can sell my CLADD by calling in the order and placing the trade by phone.
3) The account will "settle" so that I can buy and sell online once the Transfer Agent issues the new shares. They said they are at the mercy of the company and transfer agent to complete the changeover.
I sent a message to Schwab to ask about the split. I'll let you know what they say.
How long will it take for the reverse split to be settled in everyone's brokerage accounts? Right now my account is showing the "old" number of shares, but the symbol is gone and it's showing what looks like the CUSIP number. I think the DTC has to "clear" everything, but I'm not sure if there's a standard timeframe. It's been a while since I've held a stock that split.
I hope you're right, but I'd be happy if this stock holds a $10 price once it starts trading next week. The problem is it's not just going to be the "price" to watch, volume will be an issue. It makes no sense to leave such a small number of shares in the public's hands. Nobody can sell, and nobody will be willing to buy. The gap will be too big between the bid and ask price. The only option for the company now, in my opinion, is for the company to file another S-1 to register more shares or to do a forward split at some time in the future. If they file an S-1, I hope they sell shares at $10 or higher. Otherwise the recent action with the reverse split was worthless and a waste of time and money.