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I'm discussing their next filing. Read the first escrow comment I made.
CHANCERY RESOURCES, INC.
(a Nevada corporation)
(OTC: CCRY)
Quarterly Report for the Period Ended April 30, 2013
Assuming they file on time, we could see the filing in a month from now. But I do think they will become current and symbol change will happen before then. The filing will just confirm. GLTA
Their franchisees could be in escrow until symbol change and they are current. I agree with you to a point, but we just need to see how this one plays out. IMO it's what we don't currently see that could make this stock explode. Wait till the next filing and I think the game will change here. GLTA
A couple of CCRY facts to consider. First, AirTrona is a franchise. The reason this is extremely important is because we as shareholders do not have to worry about pps reflecting the capital needed to fund new locations in the Company's expansion. If this was not a franchise, I would agree that there is absolutely no possible way to raise capital for multiple locations upon their launch with the current SS.
Second, the merger simply stated a date to which a R/S could me implemented. I think that we are getting ahead of ourselves to discuss the likelihood of one at this point. We could have a share buyback, retirement of shares, a conversion of insider shares etc. etc.
I think these facts should be discussed in the weeks to come. Just my opinion, but they are facts as well.
$$$$ AirTrona $$$$$
OTC Markets Group, Inc.
304 Hudson Street
2
nd Floor
New York, NY 10013
RE: Chancery Resources Inc. [CCRY]
The Bunker Law Group, PLLC (“Counsel”), with its principal offices at 3753 Howard
Hughes Parkway, Suite 200, Las Vegas, NV 89169, serves as counsel to Chancery Resources
Inc., CCRY (hereinafter the “Company”) and has been retained by the Company for the purposes
of posting this letter on the OTC Disclosure and News Service. Pink OTC is entitled to rely upon
this letter in determining whether the Company has made adequate current information publicly
available within the meaning of Rule 144(c)(2) of the Securities Act of 1933.
Counsel serves as regular securities counsel to the Company. The undersigned attorney is
a resident of the United States of America and has been retained by the Company to render this
letter and for other matters as well. The undersigned attorney is licensed to practice law in the
highest court in the state of Nevada and this letter covers the jurisdiction of the state of Nevada as
well as the applicable laws of the Untied States of America. The undersigned attorney is
permitted to practice before the Securities and Exchange Commission and has not been prohibited
from practice thereunder.
The OTC Markets Group, Inc. (“OTCMG”) is entitled to rely upon the contents of this
letter solely for the purpose of determining whether the Company has made adequate current
information publicly available within the meaning of Rule144(c)(2) under the Securities Act of
1933, as amended (the “Act”). OTCMG has full and complete permission and rights to publish
this letter with OTC Disclosure and News Service for viewing by the general public and
regulators, and OTCMG may rely upon this opinion in determining whether the Company has
made adequate current information publicly available within the meaning of Rule 144(c)(2) of the
Act without the prior written consent of Counsel. However, this opinion may not be quoted to,
furnished to, or relied upon, by any other person, including, without limitation, public investors
making their investment decisions, without the prior written consent of Counsel.
In rendering this letter, we have examined the Company’s corporate minutes and actions
of the Company’s Board of Directors and its Shareholders, its Certificate of Incorporation (and
any amendments thereto), and its Bylaws (collectively, “the Corporate Documents”) and such
other documents as deemed necessary or appropriate for purposes of rendering this letter.
In rendering this letter, Counsel has personally met with management and with all of the
Directors of the Company, has reviewed the Statement published by the Company and personally
discussed the Statement with management and all of the Directors of the Company. OTC Markets Group, Inc.
June 27, 2013
Page 2 of 2
In our opinion, the Annual Report constitutes adequate current information that is
publicly available within the meaning of Rule 144(c)(2) under the Securities Act of 1933 as a
result of such Annual Report being posted on the OTC Disclosure and News Service on June 21,
2013, and that the Annual Report includes all of the information that a broker-dealer would be
required to obtain from the Company to publish a quotation for all of the Securities of the
Company under Rule 15c2-11 under the Securities and Exchange Act of 1934, and that the
Annual Report complies as to form with the OTC Pink Basic Disclosure Guidelines.
The party responsible for the preparation of the financial statements is: Ronald
Alexandre, Niagara Financial Service, Chancery Resources Inc., 5196 Fourth Ave, Niagara Falls,
Ontario, Canada L2E 4P8 (office phone 905-353-8822).
The Company’s transfer agent is Empire Stock Transfer, Inc., located at 1859 Whitney
Mesa Drive, Henderson, NV, 89014, which is a registered transfer agent with the Securities and
Exchange Commission. Counsel confirmed the outstanding shares set forth in its Annual Report
by personally contacting the transfer agent at the transfer agent’s office, on June 27, 2013.
Counsel has counsel has (i) personally met with management and a majority of the
directors of the Company, (ii) reviewed the Information, as amended, published by the Issuer
through the OTC Disclosure &News Service and (iii) discussed the Information with
management and a majority of the directors of the Company.
To the best knowledge of this firm, after inquiry of management and the Directors of the
Company, neither the Company nor any 5% holder, or the undersigned attorney, is currently
under investigation by any Federal or state regulatory authority for any violation of Federal or
state securities laws.
Sincerely,
/s/ Benjamin L. Bunker
BENJAMIN L. BUNKER, ESQ
But on the flip side. If that same example stock shot up to .01 that same investor would have lost $24,482.75
There's no sweeter smell than a short burning. LOL CCRY is going to run IMO.
Please don't take my word for it though. There are many more experienced investors here than me. I'm just learning the ropes here as well. I'm not saying that is what's happening here in CCRY, but I have seen that happen on a lot my my stocks in the past. I truly believe in Airtrona up to this point and hope we all do well. GLTA
Food for thought.Example: A short with $10,000 takes a short position @ .0029 and in return borrows 3,448,275 shares. He or she covers @ .0009 a month later. They just made a $6,896.56 profit. Not bad at all. Makes you wonder why some bash so much. They throw parties when their stocks go down. Crazy, but true. CCRY
IMO, CCRY has the perfect formula. Shorts borrowed in on CCRY at much higher .0029+ prices and have been cashing in big time at .0009 to .001 range. Slowly to hold pps down. As they cash in, they use their profits to buy these cheapies retail. They're making bank on both ends. IMO, we true longs need a few things to happen here. Some follow up PR's from Airtrona, symbol change and most important we need to get the word out. Patience is key in pennyland. I think we are almost there. There is big money watching CCRY. They are waiting patiently before they pull the trigger. GLTA
CCRY looks like about to run. Keep on DD radar. GLTA
CCRY has potential to run hard as new eyes get a look at this. I've seen stocks get talked about on the big discussion boards and they run fast. Keep an eye out. It won't be long until ppl begin to spread the word. Real potential here. GLTA
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CCRY Heating up for BREAKOUT. Annual report, Tier change just out and Q1 coming. Keep on your DD screen.
CCRY could reach a pps range of .05 to .10 fairly quick here. Nothing here would justify that high of a pps, but I've seen it happen here in pennies before. A new set of longs will be joining this ride in the coming week. GLTA Any of you have any opinions on where AirTrona pps will hit? Remember... They're just all opinions only.
When the GESI news of funding is actually proven and validated, the run will be MASSIVE. It's definitely a patience play. Good luck.
CCRY Annual report out and more to follow this week. Glad I'm in now before this stock explodes. One to watch and do your own DD on. GLTA
CCRY Report out yesterday after market close. Increased revenue is expected in quarter filing to follow and symbol/name change as well. CCRY hit .07 in December 2012 just on the news of the merger. We could have a CRAZY two weeks ahead. Just a heads up to watch. GLTA
Hopefully we begin to see positive transparency from Airtrona from this point forward and see what's been done since January 31. Keepin fingers crossed. GLTA Have a great weekend all.
Manipulation at it's finest. Someone selling shares to themselves from one account to another. STBV will move in time.
Patience pays off in subs. Risk vs reward. Look at CCRY as I do. $1,000 can get you 1,000,000 shares today. If CCRY takes off, that same million shares will cost you $50,000 to $100,000. Yes, it is frustrating losing money in scams but we need to remember where we are.... Some would say that we are bottom feeders, but I like to think that we are on the ground floor. It's a 50/50 chance folks. My calls haven't been returned by Airtrona as well, but that's just the name of the game. No worries here. GLTA $$$ CCRY $$$$$
Be nice if Stock Psycho's Monday morning pick is CCRY. Have a great weekend all. $$ CCRY
Back in Dec. 2012 CCRY hit .07 but with fewer share holders. Now there are a lot more sell-off points to worry about. If all the past fluff PR's all result in favorable outcomes as promised, IMO .05 can hit very fast. But who knows. We could see .10 within the next ten days and be back down to .01 or even lower this time next month. GLTA CCRY $$$ Patience will reveal if we made a smart decision. I think we did.
CCRY + PATIENCE = $$$ .05+ IMO
STBV News out!
STBV Patience payed off. NEWS OUT & RUNNING!
STBV News out & RUNNING $$
Just out of curiosity. What's your target pps? CCRY
Patience is key. Learning from DD is key. The rest are just opinions and it's just that. If I ever give an opinion, take it only as opinion and nothing more. If you read another's DD, ALWAYS research it for truth.
My opinion: Airtrona is the "real deal" and will launch very soon.
Unfortunately, there's not a lot of DD at this point because the paper trail is so limited. But, my opinion is that Airtrona will change that very soon because it will help their franchise EXPLODE into the open market.
GLTA
It would be nice to see .20's again. YFRM
Name / Address of Beneficial Owner Shares Owned Percentage Owned
James Cairns 204,750,000 58.13%
1040 South Service Road
Stoney Creek, Ontario
L8E 6G3 Canada
Kenneth Dehon 87,750,000 24.91%
1040 South Service Road
Stoney Creek, Ontario
L8E 6G3 Canada
Officers and Directors, as a group (2 persons) 292,500,000 83.04%
Based on 352,250,000 shares outstanding.
Dated: December 4, 2012.
I've tried finding similar companies in this industry that are public so I can do a comparison, but all the companies that I have found are private. Have any of you found any public companies in the same profile as AirTrona? Thanks
One important variable to consider as well. AirTrona is a franchise. Candidates looking to take part are going to want to see audited fins. Banks lending to possible candidates are going to want to see audited fins as well. IMO they spoke prematurely when they released time frame. The "third party" are the more experienced in these matters. At this point, it's the stability of the fins and not the dollar amount within. Time shall tell. A healthy SS will be great for us here. CCRY reached .07 in Dec. 2012 when news first hit. If all the pieces fall into place, CCRY or new symbol to be will shoot to .05 within a 3 or 4 day period.
There are plenty of .10+ stocks out there that were once at .001 range.
GLTA
Name / Address of Beneficial Owner Shares Owned Percentage Owned
James Cairns 204,750,000 58.13%
1040 South Service Road
Stoney Creek, Ontario
L8E 6G3 Canada
Kenneth Dehon 87,750,000 24.91%
1040 South Service Road
Stoney Creek, Ontario
L8E 6G3 Canada
Officers and Directors, as a group (2 persons) 292,500,000 83.04%
Based on 352,250,000 shares outstanding.
Dated: December 4, 2012.
2.3. No Reverse Split. It is the agreement of Acquiror, including its officers and directors, and Target,
including all of its officers, directors and affiliates, that no reverse split of Acquiror Common Stock shall be made, or
permitted to be made, for a period of one year from the Closing Date.
2.4. Corporate Name Change. The corporate name of Acquiror shall be changed to “AirTrona
International, Inc.”, as soon as is practicable following the Effective Time.
2.5. Board of Directors of Acquiror. Upon the Closing, the following directors Acquiror, Rafael Pinedo
and Juan Restrepo Gutierrez, shall resign and, in their place, James Cairnes and Kenneth Dehon shall be elected, to serve
until the earlier of their removal or resignation.
2.6. Current Business of Acquiror. Effective at the Closing, Acquiror shall have sold all of its current
business operations, including all of its currently-owned assets, to the effect that, upon the Closing, the only business
operations of the Surviving Corporation shall be those of Target. The terms and condition of such sale transaction shall
be determined by the Board of Directors of Acquiror. It is specifically agreed, however, that any and all debt of Acquiror
that is, as of the date of this Agreement, represented by a promissory note(s) shall remain as a valid and existing debt
of the Surviving Corporation.
2.7. Further Action. Upon the terms and subject to the conditions hereof, each of the parties hereto shall
use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things necessary,
proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this
Agreement.
3.3. Capitalization. The authorized capitalstock ofAcquiror consists of 2,500,000,000 shares of Acquiror
Common Stock, $.00001 par value per share, and 40,000,000 shares of preferred stock, $.00001 par value per share. As
of the date hereof, 52,250,000 shares of Acquiror Common Stock and 31,000,000 shares of Acquiror’s preferred stock
are issued and outstanding, all of which are validly issued, fully paid and non-assessable. No shares of Acquiror Common
Stock or preferred stock are held in the treasury of Acquiror or by subsidiaries of Acquiror. All other shares of Acquiror
Common Stock reserved for future issuance are described in the Acquiror Disclosure Schedule. Each ofthe outstanding
shares of capital stock of each of Acquiror’s corporate subsidiaries is duly authorized, validly issued, fully paid and
non-assessable and such shares owned by Acquiror are owned free and clear of all security interests, liens, claims,
pledges, agreements, limitations on Acquiror’s voting rights, charges or other encumbrances of any nature whatsoever.
5.1. Conduct of Business by Target Pending the Merger. Target covenants and agrees that, between the
date of this Agreement and the Effective Time, unless Acquiror shall otherwise agree in writing, the business of Target
shall be conducted only in, and Target shall not take any action except in, the ordinary course of business and in a manner
consistent with past practice; and Target shall use its best efforts to preserve substantially intact the business organization
of Target, to keep available the services of the present officers, employees and consultants of Target and to preserve the
present relationships of Target with customers, suppliers and other persons with which Target has significant business
relations. By way of amplification and not limitation, except as contemplated by this Agreement, Target shall not,
directly or indirectly, do, or propose to do, any of the following without the prior written consent of Acquiror, which
consent shall not be unreasonably withheld:
(a) amend or otherwise change its Certificate of Incorporation or Bylaws or equivalent
organizational documents;
(b) issue, sell, pledge, dispose of, encumber or authorize the issuance, sale, pledge, disposition
or encumbrance of (i) any shares of capital stock of any class, or any options, warrants, convertible securities or other
rights of any kind to acquire any shares of capital stock, or any other ownership interest, of Target or (ii) any assets of
Target or any other material assets of Target other than in the ordinary course of business consistent with past practices;
(c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock,
property or otherwise, with respect to any of its capital stock;
(d) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or
indirectly, any of its capital stock;
(e) (i) acquire (by merger, consolidation or acquisition of stock or assets) any corporation,
partnership or other business organization or division thereof; (ii) incur any indebtedness for borrowed money or issue
any debt securities or assume, guaranty or endorse or otherwise as an accommodation become responsible for, the
obligations of any person, or make any loans or advances, except in the ordinary course of business and consistent with
past practice; (iii) authorize any single capital expenditure which is in excess of $5,000 or capital expenditures which
are, in the aggregate, in excess of $10,000 for Target; or (iv) enter into or amend any contract, agreement, commitment
or arrangement to any of the effects set forth in this subparagraph (e);
(f) increase the compensation payable or to become payable to its officers or employees, except
for increases in salary or wages of employees of Target who are not officers of Target in accordance with past practices,
or grant any severance or termination pay to, or enter into any employment or severance agreement with, any director
or officer of Target, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift,
compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination,CURRENT REPORT | PAGE 16
severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or
employees;
(b) Exchange of Target Common Stock. Each share of Target Common Stock which is
outstanding immediately prior to the Effective Time, other than those shares of Target Common Stock cancelled as set
forth in subsection (a) hereof, shall be converted into the right to receive shares of the common stock of Acquiror (the
“Acquiror Common Stock”), as follows:
at the Effective Time, each share of Target Common Stock shall be exchanged for 375 shares of Acquiror Common
Stock, for a total of 150,000,000 shares of Acquiror Common Stock (these shares of Acquiror Common Stock are
referred to as the “Closing Shares”). The Closing Shares are referred to as the “Merger Consideration”.
(c) Anti-Dilution Adjustments. The number of shares included in the Merger Consideration (the
"Merger Shares") shall be subject to adjustment as follows:
(i) In case Acquiror shall, at any time prior to the Effective Time, (i) pay a dividend
or make a distribution on its Acquiror Common Stock in shares of its capital stock or other securities, (ii) subdivide its
outstanding shares of Acquiror Common Stock into a greater number of shares, (iii) combine its outstanding Acquiror
Common Stock into a smaller number of shares or (iv) issue, by reclassification of its Acquiror Common Stock, shares
of its capital stock or other securities of the Acquiror (including any such reclassification in connection with a
consolidation or merger in which Acquiror is the continuing corporation), the number of Merger Shares issuable to the
shareholders of Target immediately prior thereto shall be adjusted so that the shareholders of Target shall be entitled to
receive the kind and number of Merger Shares, shares of Acquiror’s capital stock and other securities of Acquiror which
such shareholder would have owned or would have been entitled to receive immediately after the happening of any of
the events described above, had the Merger Shares been issued to the shareholders of Target immediately prior to the
happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection (a)
shall become effective immediately after the effective date of such event.
(ii) In case Acquiror shall, at any time prior to the Effective Time, issue rights, options,
warrants or convertible securities to holders of its Acquiror Common Stock, without any charge to such holders,
containing the right to subscribe for or purchase Acquiror Common Stock, the number of Merger Shares thereafter
issuable to the shareholders of Target shall be determined by multiplying the number of Merger Shares theretofore
issuable to the shareholders of Target by a fraction, of which the numerator shall be the number of shares of Acquiror
Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities
plus the number of additional shares of Acquiror Common Stock offered for subscription or purchase, and of which the
denominator shall be the number of shares of Acquiror Common Stock outstanding immediately prior to the issuance
of such rights, options, warrants or convertible securities. Such adjustment shall be made whenever such rights, options,
warrants or convertible securities are issued, and shall become effective immediately upon issuance of such rights,
options, warrants or convertible securities.
(iii) In case Acquiror shall, at any time prior to the Effective Time, distribute to holders
of its Acquiror Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions out of
current earnings made in the ordinary course of business consistent with past practices), then, in each case, the number
of Merger Shares that have not yet been issued to the shareholders of Target shall be determined by multiplying the
number of Merger Shares that have not yet been issued to the shareholders of Target by a fraction, of which the
numerator shall be the then Market Price (as defined below) on the date of such distribution, and of which the
denominator shall be such Market Price on such date minus the then fair value, as determined by the Board of Directors
of Acquiror, of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Acquiror
Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective on
the date of distribution. “Market Price” shall, for purposes of this Agreement, mean the closing sale price, as reported
on www.otcmarkets.com, of Acquiror’s Common Stock on the applicable date.CURRENT REPORT | PAGE 23
(iv) To the extent not covered by subsections (i), (ii) or (iii) hereof:
(A) In case Acquiror shall, at any time prior to the Effective Time, sell or issue
Acquiror Common Stock or rights, options, warrants or convertible securities containing the right to subscribe for,
purchase or exchange into shares of Acquiror Common Stock at a price per share (determined, in the case of such rights,
options, warrants or convertible securities, by dividing (I) the total amount received or receivable by Acquiror in
consideration of the sale or issuance of such rights, options, warrants or convertible securities, plus the total consideration
payable to Acquiror upon exercise, conversion or exchange thereof, by (II) the total number of shares covered by such
rights, options, warrants or convertible securities)lowerthan $0.01 per share, then the number of unissued Merger Shares
shall thereafter be equal to the sum of the number of unissued Merger Shares immediately prior to such sale or issuance
plus the number of shares of Acquiror Common Stock and rights, options, warrants or convertible securities containing
the right to subscribe for, purchase or exchange into shares of Acquiror Common Stock sold or issued in such issuance.
(B) In case Acquiror shall, at any time prior to the Effective Time, sell or issue
Acquiror Common Stock or rights, options, warrants or convertible securities containing the right to subscribe for,
purchase or exchange into Acquiror Common Stock for a consideration consisting, in whole or in part, of property other
than cash or its equivalent, then, in determining the "price per share" of Acquiror Common Stock and the "consideration
received by Acquiror " for purposes of the first sentence of this subsection (B), the Board of Directors of Acquiror shall
determine the fair value of said property, and such determination, if based upon the Board of Directors of Acquiror, good
faith business judgment, shall be binding upon the Shareholders. In determining the "price per share" of Acquiror
Common Stock, any underwriting discounts or commissions paid to brokers, dealers or other selling agents shall not be
deducted from the price received by Acquiror for sales of securities registered under the Securities Act of 1933, as
amended, or issued in a private placement.
The amount of the funding is not the question at hand. Facilities are more expensive than most can perceive. I know several individuals that have received funding for business operations in the 50 Mill+ range. What we are all waiting on is the documentation of proof.
GESI is a public company of course, but drive a five mile radius in any metropolitan city and you will find plenty of privately held companies with facilities holding a 50 mill+ loan.
GLTA
MHR/UNGS JV
IMO They are just waiting for symbol change. There is no point in putting out financials and having it attached to a symbol with a negative past.
.07 in Dec. 2012 Let's hope SS is still the same or even better. It would be nice to see retired shares in fins. GLTA
YFRM Up 110% w/ low volume. Power Hour
Up 110% Power Hour. Hopefully we have a breakout coming soon. GLTA
YFRM up 60% on low volume.
AirTrona has some globally known names as clients. PPS reached .07 in Dec. 2012 just from the news of the merger. I can't even imagine what this stock will be capable of doing if we get favorable financials and share structure. GLTA