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FWIW. Check out the change of address for the registered agent.
http://www.sunbiz.org/scripts/cordet.exe?a1=DETFIL&n1=P04000116061&n2=NAMFWD&n3=0000&...
Perhaps the most important fact to consider is that the amendment was filed before 12/31/06 year end and will be accounted for on this years financials. What if Jim Plant exchanged his common for some of the new preferred so no additional common had to be issued to accomplish his immediate plans? That would be favorable to stockholders. If it was going to have an adverse impact, he would have waited till the new year imho.
Anyone been able to get their hands on the actual amendment filed in Carson City, Nevada? It would indicate whether a new class of preferred has been created and the rights which may give us a few clues. SQUM has no new ucc statements filed, so it still has not re-financed the $3.6 million note that became due on Dec 15th.
you have to wonder if the cobs deal was the cause of all the shorting that went on. If I took 30 million preferred shares for my business, I certainly would hedge my position by shorting. It seems like if the original deal was 6.7 million those 30 million shares may have been gotten at a bargain of 20 cents when market value was 40 cents. That certainly could have caused a downtrend. But I also wonder if the purchase price was to be determined by using an average price of the common in the future when the deal was struck, and the low pps made it impossible to come to an agreement and Pawson was unwilling to issue 4 times as many as originally thought. Guess we will never know. I really don't see what use cob homes would be to cbay, when cbay plans to build homes on the lots purchased instead of selling just the lots.
Something else which is favorable down here in Florida is builders don't own their model homes. They sell them to a third party and then the third party leases it back to the builder for display purposes. Frees up more money for spec homes. Florida homes do not have any basements, just slab, concrete block construction. 1400 sq feet homes 3/2 sell for $200,000 plus. With no hurricane this year, and the little slow down in housing construction, local contractors are going to be lowering their prices to get work. Could be very profitable for cbay. Lot of people from the northeast migrate here and bid up the prices not taking into account the lower wage rate, etc.
On December 12, 2006 Pawson personally guaranteed a $2.5 million mortgage assumed by cbay in connection with the acquisition of 85 lots in Charlotte county Florida. All other acquisitions mentioned in press releases have been verified through public records.
http://208.47.160.77/or/showdetails.aspx?id=4865890&rn=5&pi=0&ref=search
Cannot be proven? I remember reading a case once about a wrongful death case against a railroad, where the only eye witness to the accident was the conductor. The dead guy's family (the plaintiff) had to call the conductor as its only witness to prove their case that the railroad was negligent. The conductor basically covered his own arse and testified to facts which did not establish any negligence. Since this was plaintiffs witness rules of evidence at the time precluded them from impeaching him on the stand. The plaintiffs never-the-less won. How? Their attorney argued in his closing statement that the conductor was a liar and the jury agreed. Moral of story.... its up to the jury (fact finder) to determine the credibility of the person testifying as to the facts. Pawson needs to get the financials filed pronto if he doesn't want to be haunted by the lie he told. Not even his mother would believe him.
The charlotte county property mortgage had a due on sale clause in it. An agreement had to be written to allow cbay to assume it and to release the former borrowers.
The December 31, 2005 statement was audited, the 6-30-06 statement was unaudited.
We know from various recorder's office filings and assessors information that what has been in the press releases about acquisitions is true. If all of these transactions have had some part of financing involved, well the appraisals would have had to be already finished by the time of their respective closings. The delay in the financials for 9-30-06 has to somehow be related to the cob homes acquisition or an audit thereof. Perhaps cobs wasn't all that it was represented to be. Perhaps the seller of cobs wasn't happy with the downtrend in the preferred share value since the acquisition. Perhaps there were terms left open to be decided later, which the parties simply could not come to agreement on and then recently decided to part ways. One cannot simply undo what was done and say nevermind. What was done has to be accounted for and reported, and I would imagine it is taking some legal and accounting research to determine how to report it all. JMHO
Relax. According to the Charlotte County FLorida recorder, CBAY was allowed to assume the existing 2.5 million mortgage on those 85 lots. The original borrowers were released of their obligation and guaranty and it looks like Pawson might have given his individual guaranty to pay in the event cbay does not. This should dispel the notion that cbay is a scam. The agreement is at the following link.
http://208.47.160.77/or/showdetails.aspx?id=4865890&rn=5&pi=0&ref=search
Note 3 to the financial statements ending June 2006 says $6.7 million in preferred and cash. When closing took place in June common was selling 30-40 cent range, so as of last friday those preferred (1 to 1 conversion) market value was maybe 1/10th of what the shares were worth at closing. Cal-bay stock price downhill since acquisition of cob homes. I am sure the seller wasn't to happy with that, especially if there were taxable gains because of the sale. Also, in one press release it stated that after the acquisition the owner of cobs would become a director of cal-bay. No director was ever added according to the Nevada sec of state. In today's 8-k, it says cal-bay construction will do the building at the projects. IMHO this means cob homes will have nothing to do with cal-bay projects.
How does one "release" its 100% wholly owned subsidiary other than by selling some/all of its stock ownership therein? I suspect cal-bay made an election to consolidate financials with its subsidiary at one point and the accounting work to do so still hadn't been completed, delaying cal-bay in filing with the sec. I would think such a consolidation would also include prior years. Does anyone think there is a different reason?
The charlotte county property appraiser web site, shows that RPC Investments owns only 85 lots in that county. Cal-Bay purchased all 85 lots for 3.06 million. In July 2005 RPC purchased all 85 lots for 3.4 million. THis link lists all 85 parcel numbers and you can get an aerial view of the properties.
http://www.ccappraiser.com/rp_display.asp?Input=2
yeah sure. The documentary tax stamp paid was $21,427. Florida charges .70 for every $100 of consideration paid. I don't see a release of RPC Investments 2004 mortgage. Perhaps Cal-bay is buying this and other properties, taking subject to the mortgage but not actually assuming the mortgage obligation itself, which reduces risk considerably.
The charlotte county florida property. Deed was finally recorded today. This link may expire:
http://208.47.160.77/or/showdetails.aspx?id=4865888&rn=0&pi=0&ref=search
The Nevada corporate site shows a Cobs Homes with the cal bay address and lists Pawson as the sole director. Whatever business form the prior Cobs home had, the assets were transferred to the Nevada corp which was created in June. If for some reason the cobs acquisition was undone, the sellers would have demanded that cbay have no right to use the name cob homes on this nevada corporation or for any other reason or at a minimum name themselves as directors of this corporate entity. It hasn't happened so what was posted is nonsense. cal-bay acquired cob homes.
private message me with your email.
Precisely, and I am going to squeeze that mf's balls till his eyes pop out. Where are all the insiders who suddenly vanished after I posted this? It is really easy to track you guys down.. lol. Get it filed today, or I will be filing something today.
Someone better tell Roger the financials better be filed today for this reason. The exhibits attached to what was filed certified that they were correct. Now if it was a case of just filing the wrong paper work , there is no legitimate reason why they cannot be filed today !!! But if the paperwork is not filed today it is circumstantial proof that the paperwork is not done and someone intentionally lied. Was it a fast one pulled by Pawson? Or is the cpa firm to blame? If it is the cpa firm, someone is going up for a disciplinary hearing for license revocation. If it was Pawson, well enjoy your last merry christmas.
On the s.e.c. site if I search under latest filings, I get nothing. If I search under company filings, I get what was recently filed. Strange. Latest filings are usually searchable for a day.
I can't find it anymore on the s.e.c.site. wonder if it has already been pulled. Anyone else see it on the s.e.c. site now?
Real estate deeds state a nominal consideration to make the deed valid. The true consideration paid is stated on a transfer tax/documentary tax form/affidavit. The amount of tax paid is usally stamped on the deed, and if one knows the tax rate the true consideration can be easily ascertained.
I agree no need to buy anything once the audited financials are done. Only mentioned evans to show posters that there was a cheaper way than to acquire squm for that purpose. If truth be told, I would prefer ckys take no interest in squm at all other than to buy squm assets on the court house steps. And if ckys does buy the squm note, I hope they negotiate a discount.
Madmax, another possibility is that ckys has set those 120,000,000 shares aside to buy the $3.6 million note owed by squm. Coincidence that .03 x 120 million equals the note amount ? Squm just signed a forebearance agreement two weeks ago, which basically satisfies any interested buyer that squm owes the money and has no claims and defenses to offset the amount owed under the note. That paves the way for a purchase of the note. Squm secured "all assets" under that note. So one has to look at who is involved. The present squm noteholder is an executor of a dead man's estate. The dead man apparently liked to take risks and to let his note ride. The executor however is obligated under the law to make sure the estate assets are not invested in risky instruments and eventually convert estate assets to cash to distribute to the heirs (usually no more than within a year). I think it safe to assume that the executor wants to sell the note if squm cannot pay it in the near future. The executor probably does not want to get involved in squm chapter 11 bankruptcy proceeding. I am sure the heirs want the cash now and don't care about squm. On the other side we have ckys. Ckys has a vested interest in seeing squm succeed as the manufacturer of some of the products ckys sells. If the squm note is called by the executor, that can jeopardize ckys' souce of manufactured goods. Ckys can step into the shoes of the executor, by buying the note and in doing so gets a first lien into all of squm's assets. Ckys can then extend squm's maturity date. That gives squm time to get on its feet, and if it doesn't , well ckys can call the note months down the line and force a squm bankruptcy and end up owning everything for the cost of the note (including the patents). So, in addition to a buyout of squm, there is also the possibility that ckys is just going to buy the note for the time being. Ckys has also had a relationship with hisc which bought the shell company evans systems (evsy). Evans was suppose to buyout telecents but there has been no indication that the deal is still on. Hisc bought this bb shell for $500,000 and is probably now strapped for cash. If ckys could take this shell off hisc's hands, that too could be used by ckys to get to a higher exchange. All of the above is speculation, I have no inside facts whatsoever.
La property article dated 12/6/06 says calbay will have letter of intent on property within days. calbay quoted as saying they already have the financing for the project.
http://www.theind.com/cover3.asp?CID=-1753729391
FWIW Lynx was hired by sprl. Lynx sent out postcards to all the shareholders inviting them to call an 800 number. Shortly thereafter the stock ran from 1 cent to 4.7 cents. Stock fell back again though.
On December 8,2006 Northwest Oil group filed an annual report with the florida secretary of states office which added some directors.
http://www.sunbiz.org/scripts/cordet.exe?a1=DETFIL&n1=P97000084076&n2=NAMFWD&n3=0005&...
Were you able to get an answer on the judgment cbay holds against gap estates etal ? TIA
I heard that Nigerias corruption was the story on one of the major networks last night. Hope that doesn't cause another selloff. Always seems when there is one step forward with this stock, there are always two steps back. GLTA
also, ask them if anyone is asserting that cbay's claim to the $13,000,000 in the supertrail manufacturing bankruptcy is inferior to theirs. Lennar might have a superpriority lien for 100-400 thousand in connection with the west palm beach property, but cbay had a first mortgage and should be superior to any and all other claims.
ask them about whether they expect to collect on the judgment cbay purchased against waldron and gap estates and the amount. tia
Did you confirm her statement with the Florida Secretary of State? Articles of Merger haven't been filed according to the link below. There can be no merger until and unless articles of merger are filed which state the share exchange ratio, etc. Could be the website is behind and not yet posted.
http://www.sunbiz.org/corpweb/inquiry/cormenu.html
Most privately held companies suck the net profit out via high compensation to avoid double taxation. Hopefully that explains telecents small net profit, but one would think the gross profit margin would have then been touted.
The press release for evans/ telecents did not indicate whether telecents was to be merged into evans or would be just a purchase of all of the assets. FWIW no merger filings appear in michigan. This is a rather handy link for those interested:
http://www.coordinatedlegal.com/SecretaryOfState.html
Thanks. You think that filing caused the hisc selloff?
the only way I can open the file is to save it first, and then it shows what I described . wierd. I even deleted the first file I downloaded and tried again and same thing.
what was the gist of the amendment you have seen then?
Somebody paid $43 to file an amendment for hisc with the florida secretary of states office as a prank. It shows a picture of a roll of toilet paper with the saying " generic toilet paper for cheap a--holes" and another page which says "the beatles lied you can buy love". Done Oct 23. I think by law as long as the fee is paid the secretary's office has to file it. lmfao.
http://www.sunbiz.org/scripts/cordet.exe?a1=DETFIL&n1=P04000116061&n2=NAMFWD&n3=0000&....
Oh damn, I have no room on my resume to note this accomplishment. lol.
You are wrong. Right now squm has to come up with the money by December 15th unless the agreement is amended in the near future to extend the date. The short time span can mean one of two things : (a) the lender is fed up and wants payment yesterday or (b) squm expects to close on new financing by that date and didn't need to negotiate a longer period. The latter imho is unlikely because squm knows its share price is going to tank on this news so if new financing was at hand it would have asked and received a 90 -120 day period to prevent the tank.