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There was no merger between Vinification Ventures, Inc. and Geerlings and Wade, Inc. Rather, Geerlings and Wade, Inc. changed its name on 9/3/9 to Vinification Ventures, Inc., having sold off its online business to an unnamed bidder, which turned out to be winetasting.com, which I believe is also publicly traded. The former Geerlings and Wade, Inc., now Vinification Ventures, Inc., then focused on its "Traveling Vineyards" line of business, which as is pretty obvious, racked up ~$6 million in debt, ran into illiquidity, and then filed for Ch. 7 Bankruptcy, which does not protect the holders of the shell from holders of the debt.
The main point of confusion here is the name change and the sale of the online retailer. It is better to think of GEER as Vinification Ventures, Inc. This is apparent upon viewing the forms filed 9/3/9 here: http://corp.sec.state.ma.us/corp/corpsearch/CorpSearchFormList.asp?SearchType=E
There is another firm based out of Napa Valley, California, often referred to as Geerlings and Wade, but it is merely a brand, rather than the actual name of the controlling firm. This firm owns the site winetasting.com, as well as some other wine-vending sites. This is not associated with the ticker, GEER.
I'm not a professional and I'm receptive to counter-evidence.
GEER doesn't have $6 million in net operating losses; they have $6 million in debt.
Follow these links in order to arrive at the truth. GEER has $6 million in operating debt because the Vinification Ventures, Inc. that went bankrupt is the same as Vinification Ventures, Inc. (GEER).
http://www.prweb.com/releases/2009/03/prweb2281254.htm
GEER sells online retailer to focus on Traveling Vineyard
http://corp.sec.state.ma.us/corp/corpsearch/get_pdf.asp?pdftype=.pdf
Geerlings and Wade, Inc. (GEER) change name to Vinification Ventures, Inc.to focus on Traveling Vineyard
http://www.bostonherald.com/business/general/view/20100416traveling_vineyard_in_bankruptcy/
Vinification Ventures, Inc. goes bankrupt, debt of $6 million
The stock is a bust.
DEBT PROVEN
Follow these links in order to arrive at the truth. GEER has $6 million in operating debt because the Vinification Ventures, Inc. that went bankrupt is the same as Vinification Ventures, Inc. (GEER).
http://www.prweb.com/releases/2009/03/prweb2281254.htm
GEER sells online retailer to focus on Traveling Vineyard
http://corp.sec.state.ma.us/corp/corpsearch/get_pdf.asp?pdftype=.pdf
Geerlings and Wade, Inc. (GEER) change name to Vinification Ventures, Inc.to focus on Traveling Vineyard
http://www.bostonherald.com/business/general/view/20100416traveling_vineyard_in_bankruptcy/
Vinification Ventures, Inc. goes bankrupt, debt of $6 million
The stock is a bust
Look at my DD posts- I'm not the type to scam or try to run up stocks; rather I'm more concerned with finding accurate information on a company. What I believe has happened (and I could be wrong, and would appreciate you finding this data for me) is that GEER actually changed their name, after their 15-12G filing, but that they did not go through with merging with Vinification Ventures. I wasn't able to find any sort of SEC filing, and my understanding is that for these sorts of reverse mergers, a filing is necessary. Can you correct this understanding, if wrong?
However, I would like to confirm my suspicions with someone who has more experience in doing the necessary due diligence, so would you mind talking to this other DD'er? I want her opinion before I put my money into anything.
I am not long this stock, and I am not a professional, merely a student trying to learn good investing process.
The bankruptcy benefits the value of the shell because it was pre-merger, such that none of the financial obligations or debts of vinification ventures are passed to the GEER shell. Speculation is not over merger with a failed wine company, but rather with other potential candidates.
IQMC DD Report
Stock Structure:
Authorized Common Stock: 300,000,000
O/S: 50,199,500 (12/31/05)
Authorized Preferred Stock: 25,000,000
O/PS: (12/31/05)
Company Background:
Originally formed as Enclave Product, Ltd., a shareholder group in Florida acquired controlling interests on October 18, 2004, effected a 1-for-200 reverse stock split, changed the name to IQ Medical Corp., and approximately a year later, changed the name to IQ Micro Inc. Through June 9, the company had no real operations.
On June 9, 2005, Osmotex AS and its Florida-based subsidiary, Osmotex USA, Inc., entered into an agreement licensing to Osmotex USA exclusive, worldwide sales and marketing licensing rights, in addition to intellectual property rights of Osmotex. On that same day, IQMC entered into agreement with Osmotex USA, exchanging 42,670,000 shares, or ~85% of the company for licensing rights. As a result, Osmotex USA became the majority owner of 85% of IQMC stock. On January 12, 2006, final agreement was whereby Osmotex licensed full rights to Osmotex USA, and Osmotex USA licensed these rights to IQ Micro, Inc. As a result, the success of IQMC is highly linked with the success of Osmotex.
IQMC also arranged for $500,000 in external debt financing to be arranged by D.P. Martin and Associates, Inc., as well as assistance in the Osmotex-IQMC contract, in exchange for 1,000,000 shares to be placed in an escrow payment until the completion of said arrangement. However, because D.P. Martin never secured $500,000 in external financing, the escrow account was deleted and the shares retired. IQMC also arranged for $500,000 in secured convertible debt financing from Cornell Capital Partners, LP. This debt can be converted into up to 9,800,000 shares of common stock at lesser of price of $0.64, or amount equal to 80% of lowest closing bid price of common stock for the five days preceding the conversion. $300,000 of said debt was then given to Osmotex USA, which was transferred for use in research by Osmotex and by CSEM, with whom Osmotex contracted for said purpose. Additional debt was later secured, and is described by the following table:
Closing Date Gross Proceeds
August 12, 2005 $ 500,000
November 30, 2005 $ 250,000
February 8, 2006 $ 250,000
March 29, 2006 $ 500,000
February 15, 2007 $ 95,000
Additionally, the company entered into agreement with Hawk Associates, Inc., and in consideration for services, granted it five year warrants (expiring July 31, 2010) at an exercise price of $0.51/share. Upon conversion of the $500,000 convertible debt issued by Cornell Capital Partners, LLC, up to 27,000,000 shares may be issued.
Liabilities, as of June 30, 2007, are estimated at $2,902,985. Working capital was $1,101,496 in deficit, and assets stood at $230,550 in net licensed rights and $75,185 in net deferred finance charges. Accounts payable to the company was in value of $395,915. As a result of the illiquidity, the company decided to nullify its status as an SEC-filing company.
Industry:
Microfluidics is a relatively new industry, developed in the late 1990s, with applications in circuits, healthcare diagnostics, manufacturing processes, medication, fuel cells, printing, electronic displays and cooling, as well as security.
In particular, there has been a major issue: a lack of an effective, cheap microactuator; this has acted as a bottleneck for the industry for a number of years. Osmotex has developed a microfabricated low voltage actuator, which can be combined a chip to act as a scalable pump which can be easily altered for function. Osmotex exploits electrokinetic properties of fluids in order to achieve this output.
The company has a competitive advantage in that its technology does not produce electrolysis or gas evolution at the electrodes, and the systems produced can be more complex because of the inherently simple, modular nature of the “invisible pump” technology.
Osmotex also develops technologies using Micro Electro-Mechanical Systems, or “MEMS”, which can allow data-gathering from micro-environments by measuring mechanical, thermal, chemical, optical, and magnetic phenomena.
As of February 8, 2006, the WHO estimated the number of people with diabetes to be approximately 200 million, and growing; the cost of treating the disease was around $132 billion. The company believes that with consistent and accurate glucose monitoring, the amount of health care spending on diabetes complications could be significantly reduced.
Yes I made it completely using filings and other public information (some fee-based services, as well)
To be honest, I imagine they didn't even notice the typo in the filing until the phone calls yesterday. I wouldn't say it's unlikely for Mark to give a PR on this, but they can take some time to drum up considering the smaller size of the company. It could go either way, but I don't think we're going to see one early on today, at least.
This has been fun guys.
Gotta say: a great buying opportunity considering that the well-informed did call the company and did confirm that there was no increase in O/S. Because there was no increase in the number of shares, and the company of the value did not evaporate, neither did the inherent value of the shares.
These sellers just gave us some Buffett-style bargain buys, and I sure do appreciate it!
INVX DD Report
April 2, 2010:
As of Jan. 2, 2010, INVX was indebted at approx. 2541 billion Baht (unaudited) but has total assets of 1.245 billion Baht (unaudited)
Jan 6, 2010: Randy Acres announced as CEO (effective since Dec. 24, 2009)
The accounts receivable for Thailand Innovex was 2.881 billion Baht (more than enough to be solvent) meaning that the failing party was Innovex, Inc. the parent company. Innovex Thailand failed not because of financial or operating difficulties on their part, but because of a lack of payment by the parent company. This leads one to believe in the profitability of the Thai division as a separate unit.
Innovex’s major customer was Seagate, which required a special platform, which changed 2005-2006, causing Innovex to lose Seagate as a customer (and major revenue stream).
Innovex attempted to find other customers, re-styling its technology and restructuring its debt with BAY (Bank of Ayudhya) and TMB. It also gained new management, and the company recorded 25% Quarter-on-Quarter growth in the 3rd and 4th quarters of 2008. However the financial crisis caused a reduction in demand, and orders decreased significantly, causing Innovex to be unable to pay back shorter-term loans.
As a result of this illiquidity, Innovex Thailand attempted to restructure its debt with BAY and TMB, formally initiating the process in February 2009. However, no mutual solutions were found by July 2009, so PricewaterhouseCoopers was appointed as financial advisor to the company to work with it, BAY, and TMB.
PricewaterhouseCoopers recommended that the existing debt (~US$55 million) be sold to another investor, and BAY and TMB agreed that there will be no further re-structuring with regards to those two companies, but that they would indeed sell it to one or more investors who could work out restructuring with PWC and Innovex. The only known potential investor is Standard Chartered Bank, who could buy the debt from BAY and TMB.
December 2009: Innovex signed a mandate letter with Standard Chartered indicating that it will work with the bank on an exclusive basis for 90 days to restructure its capital. As of this bankruptcy filing, Standard Chartered is willing to buy the debt from BAY and TMB at a discount and to provide working capital (US $10 million) for Innovex, given a due diligence and negotiations process. As of March 2010, the due diligence was completed, and Standard Chartered was waiting on internal approvals and agreements from TMB and BAY.
“Any possible transaction with SCB will be contingent upon SCB’s completion of its due diligence and definitive documentation, internal approvals of SCB and acceptable agreements with the Company’s current banks and arrangements or settlements with the Company’s other creditors. Any financing provided by SCB would likely result in a conversion of debt to equity with SCB holding a significant majority of the equity of the Company. Any such financing would also be subject to compliance with any relevant applicable laws, rules and regulations.”
Additionally, Standard Chartered hired external consultants to interview the supply chain companies such as Arrow Electronics and RBP Chemicals, validating that all suppliers indicated willingness to provide support and work with Innovex to supply materials and equipment during operation. Additionally, Standard Chartered determined the minimum value of the company’s assets to be $35 million, if not more.
When customer demand increased in 2009, the company had inadequate working capital, and was unable to make raw material purchases even when orders came in.
At the time of the event on file (April 2, 2010), Innovex Thailand had hired external consultants to interview and review potential customers, who validated the positive response from customers and the potential business for the company upon restructuring.
Innovex holds proprietary technology on processes and recipes for the making of high density flexible circuits in large volume (and is one of few competitors capable of making high-end, sub-100 micron applications)
Insider Holdings:
Nigel Cornick: 19.73%
Wisconsin Pensions: 9.72%
Perkins Capital Management: 4.61%
Terry Dauenhauer: 0.97%
Douglas Keller 0.17%
Brian Dahmes 0.12%
Paul Solit 0.02%
(Report Source: SEC EDGAR Filings)
(Holdings Source: Bloomberg)
I am not an investment professional, my views are just my views, just as these facts are simply facts.
I am not currently holding this stock
Hey guys, I've gone through all the filings since 2005 and gathered a history of major corporate events, and some things might be worth digging deeper into after looking through all of this.
For example, we've established major operating losses of slightly less than $200 million for GFME, translating to a corp. tax shield for the R/M'ing company of 35% (fed. corp. income tax rate) + either 9% or 9.99% (NJ and PA corp. income tax rates) = ~%44.
.44 * $180 million = $~79.2 million worth to HomeClick LLC from acquiring GFME. However, the acquisition price must be less than that to give HomeClick LLC any value, but it won't be substantially less IMO. What I am trying to find out now is whether or not HomeClick could really use the full extent of the tax shield based on 1) their revenue streams and 2) tax law
GFME Major History Since 2005
Gathered from EDGAR SEC Filings
Collected by quant_in_school
Jan. 3, 2001 GFME cut the custom-CD business and sold off all the equipment
July 30, 2003: company changed from stock/option based plan to a cash-based compensation plan for directors
August 15, 2005: George Foreman Enterprises (the company) and George Foreman Ventures, LLC (a new subsidiary) entered into agreement with George Foreman (person) and George Foreman Produtions, Inc. (“GFPI”) whereby George Foreman would allow Ventures trademarks and rights to his “name, image, signature, voice, likeness…” etc. in exchange for membership interests in Ventures, exchangeable into 35% of fully-diluted share of common stock of the company, which also changed its name form MM companies, Inc. to George Foreman Enterprises, Inc. at this point
Sept. 7, 2006: G-Nutritional, LLC (Subsidiary of GFME) entered into contract with Vitaquest International, LLC to gain majority control over new operation “Vita Ventures”, of which it owned 50.1% (starting cap at $351,000)
Dec. 31, 2006:
company had net operating loss carry-forwards of $93.7 million
“GFME is not a shell company”
Dec. 31, 2006:
Company had 1.659 million in cash and cash equivalents compared to $2.943 mil, cash of which was raised in the IPO in 1999
April 20, 2007:
Same with In Stride Ventures; GFME entered into operating contract with In Stride LLC to found In Stride Ventures along with Olen Rice and Paul Koester (total starting cap at $1000)
June 12, 2007:
Ventures and KnowFat waive/amend unsatisfied conditions and consummate transaction under which Ventures grants KnowFat a non-exclusive limited license for use of likeness of George Foreman; in exchange, Ventures was granted 900,000 shares of common stock of KnowFat with potential to earn additional shares
Company arranged with Jewelcor Management, Inc. (JMI) to provide the company with legal, accounting, consulting, management, and other services for a $21,500 fee/month through Aug. 15, 2005, in which the fee was reduced to $4,167
Property located principally in Wilkes-Barre, PA in space leased by JMI from Holtzman and wife, made possible without additional charge through arrangement with JMI
GFME is a “company devoted to exploiting the intellectual property that Mr. Foreman assigned to Ventures”
Stockholders may have difficulty in recovering monetary damages from directors: “certificate of incorporation… eliminates personal liability of our directors for monetary damages to be paid to us and our stockholders for some breaches of fiduciary duties”
Contingent Shares: Registration Rights Agreement provides for contingent additional shares of preferred stock to be issue to GFPI unless the market capitalization of the company exceeds an avg. of $20 mil over a ten-day trading period within the first three years of the RRA
Biographies as of June 12, 2007:
Seymour Holtzman is Chief Executive Officer and Co-Chairman of the Board of the Company and has been a member of the Company's Board of Directors and Chairman of the Board since January 2001. Mr. Holtzman has been involved in the retail business for over 30 years. For many years he has been the President and Chief Executive Officer of Jewelcor, Inc., formerly a New York Stock Exchange listed company that operated a chain of retail stores. From 1986 to 1988, Mr. Holtzman was the Chairman of the Board and Chief Executive Officer of Gruen Marketing Corp, an American Stock Exchange company involved in the nationwide distribution of watches. For at least the last five years, Mr. Holtzman has operated Jewelcor Management, Inc, a private company primarily involved in investment and management services. Mr. Holtzman is currently a Director and the Chairman of the Board of Casual Male Retail Group, Inc. (NASDAQ:CMRG); and Chairman of the Board of Web.com, Inc. (OTC:A"WWWW"), formerly Interland, Inc.
George Foreman, Sr. has served as the Co-Chairman of the Board of Directors of the Company since 2005. In 1968, George Foreman won the Olympic Heavyweight Boxing Gold Medal. In 1973 he became the Heavyweight Boxing Champion of the World, and regained that title in 1994 to become the oldest heavyweight champion in the history of the sport. Mr. Foreman began the George Foreman Youth and Community Center in 1984, and has devoted his time and resources to the center for the past 20+ years. Mr. Foreman is recognized as one of the greatest endorsers of all time. The George Foreman Grill has sold well over 75 million units. His current portfolio of products includes the George Foreman Grill, Z-trim, which is a fat replacement product, a clothing and shoe line by Casual Male Retail Group, Inc, watches by Elgin, and many more products.
Efrem Gerszberg is President of the Company and has served in such capacity since May 2004 and has served as a member of our Board of Directors since August 15, 2005. In addition to the Company, Mr. Gerszberg is currently a member of the Board of Directors of Web.com. (NASDAQ:WWWW). Since 2003, Mr. Gerszberg has been the Chief Operating Officer of Jewelcor Management, Inc. an entity primarily engaged in investment and management services. Since its inception in 1993, Mr. Gerszberg has served on the Board of Directors and Strategic Advisory Panel of Ecko Unlimited, a privately held young men's apparel company. Mr. Gerszberg earned his Juris Doctor degree from Rutgers University School of Law.
Jesse Choper has served as a member of the Company's Board of Directors since May 2001. Mr. Choper is the Earl Warren Professor of Public Law at the University of California at Berkeley School of Law where he has taught since 1965. Professor Choper was the Dean of the Law School from 1982 to 1992. He has been a visiting professor at Harvard Law School, Fordham Law School, University of Milan in Italy Law School and Universitad Autonoma Law School in Barcelona, Spain. From 1960 to 1961, Professor Choper was a law clerk for Supreme Court Chief Justice Earl Warren. He is a widely recognized author, lecturer, consultant and commentator on issues of Constitution Law and Corporation Law. Mr. Choper is also a member of the Board of Directors of Casual Male Retail Group Inc. (NASDAQ:CMRG).
George Foreman, Jr. has served as Senior Vice President and member of the Board of Directors of the Company since 2005. Mr. Foreman also currently serves as Director of Corporate Relations and Planned Giving at Wiley College. Prior to joining George Foreman Enterprises, Inc. Mr. Foreman was the Vice President of Strategic Management for The Knockout Group, and he worked as a senior marketing executive for Salton, Inc. Mr. Foreman earned a Masters degree from Louisiana State University.
Jeremy Anderson, CPA is the Chief Financial Officer of the Company and served as a consultant in the position of Chief Financial Officer from August 2004 to August 2005. Mr. Anderson also serves as the Chief Financial Officer of Jewelcor Management, Inc. Before that, Mr. Anderson was the assistant Treasurer at Leslie Fay Companies, a women's apparel retailer. From 1997 to 2003, he worked in public accounting with Kronick Kalada Berdy & Co. P.C. Mr. Anderson earned his B.S. in accounting from Villanova University. ]
June 12, 2007: Ventures and KnowFat Franchise Company, Inc. consummated transaction. In exchange for use of Foreman’s likeness, GFME was granted a total of 900,000 shares of common stock of KnowFat, of which 450,000 vested at date of closing and remaining 450,000 vested over the next four years; fair value estimated at $588,075 at date of vesting
June 13, 2007: Ventures had previously licensed the George Foreman brand to Northern Food, and recognized $18,750 in royalties by March 31 2008 for 3 the months of licensing past
Sep. 12, 2007: GFME is re-listed on the OTC Bulletin Board par value $0.01/share after the Financial Industry Regulatory Authority, Inc. approved RBC’s Form 211 application to resume quotations of the common stock
Dec. 18, 2007: KnowFat merged with UFood Restaurant Group, increasing the number of shares held of KnowFat by the company to 1,371,157 given the estimated fair value of $513,000
March 7, 2008: Company entered into agreement to sell bonds to buyers in aggregate of $800,000 of convertible notes at 8%, which are convertible into common stock at a price of $2.50. Additionally, a unit will provide a warrant to purchase the Common Stock at a price of $3.00/share, subject to adjustment
Seymour Holtzman purchased an aggregate of $250,000 in principle amount of such notes and Jeremy Anderson purchased $25,000 in principle amount of convertible notes.
March 31, 2008: Company sold 8% Convertible Notes in principle of $200,000 at conversion price of $2.50/unit, along with a warrant for purchase at $3.00/share
Company has $614,645 in cash and cash equivalent at $344,631
Aug. 29, 2008: Z-Trim and GFME enter into agreement, ending previous claims and conflicts, whereby Z-Trim agrees to pay GFME $300,000 with $150,000 to be paid Sept. 3, 2008, and the rest to be paid in three installments January 1, 2009 through March 1, 2009. Additionally, Z-Trim is to use best efforts to provide for the grant of 3 million shares of Z-Trim’s registered for resale and unrestricted common stock to GFME; granted on Aug 29, 2008
April 9, 2009: GFME receives notice that it is delinquent in filing its Annual Report on Form 10-K for the year ending December 31, 2008; it is removed from the OTC Bulletin Board May 6, 2009
April 28, 2009: Jewelcor acquires 3.7% of GFME
February 25, 2010: Efrem Gerszberg, President and a Director of GFME, resigns
May 28, 2010: Foreman and GFPI exchange all membership interests in Ventures for GMFE Common stock; Ventures entered into agreement with Foreman and Nationshealth whereby Foreman was appointed spokesperson for the company Nationshealth; George Foreman and George Foreman, Jr. resigned as members of the Board of Directors of GFME, as well as from the board of GF Ventures and from all officer positions
May 28, 2010: GFME has 3 years from this day to achieve a $20 million market cap for a 10-day average or George Foreman and George Foreman Productions, Inc. receive a $1 million liquidity preference in preferred stock. All voting preferences must coincide with those of Holtzman
Nov 8, 2010: Seymour Holtzman (as CEO, president, and co-chair of the board) and Jesse Choper (director) resigned
Nov 5, 2010: Chuck Gartenhaus appointed as Director, CEO, President, and Co-Chairman of Board of Directors; John Swatek appointed as a director and senior vice president of company
Thanks for relating all of that to me, levelnever. Yeah- I'm certainly new to DD and some of the aspects that go with it. I'm definitely interested in contributing to what we know about GFME, but I am new to this so just keep that in mind if I sound misinformed or uneducated at some point.
Just FYI to some of the other posters who replied, I am excited about GFME as a potential investment, but because of that I am looking for a reason to not invest rather than more reasons to invest. I attempt to play devil's advocate in order to reach a more balanced decision. I misinterpreted the 8-K from December to mean something else, and it concerned me that the first thing I read on my own was negative when most of what I had read in the DD googledoc was positive. I apologize for having come across as a downer, or someone just trying to raise concerns and cut demand, but I was legitimately trying to find out something about the company.
Thanks guys.
In exchange for that sarcasm, mind posting a link to that document for me? ;)
Issues with GFME?
Does the fact that GFME is still technically in default to two sets of debt-holders (senior to holders of equity) concern anyone?
8-K filing from December here:
http://www.sec.gov/Archives/edgar/data/1079786/000114420410065881/v205242_8k.htm