I am not actively trading; holding some stocks that have no value.
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If JD were thinking that he at all might need to issue more common shares to raise money, he would not have converted all the preferreds into commons, which in effect used up virtually all the room he had for issuing more commons (he is now just about at the limit of AS). This would not make sense unless:
- you knew you wouldn't be needing to issue more commons
- you knew you were on the verge of strong growth and you wanted to have commons in hand rather than preferreds so that you could participate in that growth.
This coincides with what JD said. Makes sense to me. Now will wait patiently for the results.
NorthLion
You're right Bee. I found out last year in connection with the other stock we both love... talked to Richard Krantz, their lawyer, and he told me I didn't have to file until they SEC registration was approved. That's when I filed my first 13-G.
NL
Bee... it's 5% for a company that is registered with the SEC. EXPH is not registered at this point, so you have no filing requirement - nor I ....!
NL
Awesome pic, Bet.... thanks!
Good morning to Bee and all MTRE'ers!
NL
Looks like the longs who held on made the right decision....IMO
I think I will be holding on for a lot longer yet!! Things are just getting started!
MTRE Signs Investment Banking Agreement
ROWAYTON, CT -- (Marketwire) -- 06/04/09 -- Market & Research Corp.'s (the "Company") (OTCBB: MTRE) President, Gary Stein, announced the signing of a definitive agreement designating a nationally recognized Investment Bank (the "Bank") to become its Investment Banker to finance the Company's previously announced acquisitions. Mr. Stein stated, "After more than two months of discussion and reviewing offers and proposals we have decided to accept a proposal submitted by the Bank as its banker's breadth of knowledge of the market and research area and the investment banking experience of its principals, is extensive and deep." He further added, "Its proposal was deemed to be the one that will provide the best opportunity for our shareholders and provides an efficient way to achieve our desire to trade on the New York Stock Exchange-AMEX."
"The Bank is a member of FINRA, MSRB and SiPC, making them a valued partner," Stein added. "We are pleased that the Bank recognizes the long-term growth outlook of our business strategy and equally pleased with their access to institutional investors. Each of Precision Opinion, InMarketing Group and Quantum Research Services d/b/a Aspen Media and Market Research, Ltd., remain committed and have reaffirmed their respective acquisition agreements."
Martin Licht, Executive Vice President, added, "We again wish to thank our shareholders for remaining patient as we want to insure that we make the best possible arrangements for both the Company and its Investors. A number of activities will transpire over the next several months and we will continue our commitment to remain transparent."
This notice does not constitute an offer of any securities for sale.
About Market & Research Corp. ("MKRC")
MKRC currently has agreements to acquire Precision Opinion, InMarketing Group and Quantum Research Services.
About Precision Opinion (www.precisionopinion.com)
Precision, which is to be acquired by MKRC, provides consumer research services to the entertainment industry, non-governmental organizations and political polling services.
About InMarketing (www.inmarketinggroup.com)
InMarketing, which is to be acquired by MKRC, is a leader in the incentive industry through the deployment of its exclusive, database-driven, web-enabled application to reward program strategies. InMarketing develops sales incentive programs, a safety incentive program, service award, recognition programs or customer loyalty programs for its customers.
About Quantum Research Services (www.aspenonnet.com)
Quantum, which is to be acquired by MKRC, provides consumer research services to the telecommunications, automotive, healthcare, banking and cable industries and provides a circulation and research service for Business-to-Business for these same industries.
Forward-Looking Statements: The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made on behalf of the Company and its subsidiaries. All such forward-looking statements are, by necessity, only estimates of future results and actual results achieved by the Company may differ materially from these statements due to a number of factors. Any forward-looking statements speak only as of the date made. Statements made in this document that are not purely historical are forward-looking statements, including any statements as to beliefs, plans, expectations, or intentions regarding the future. Risk factors that may cause results to differ from projections include, without limitation, loss of suppliers, loss of customers, inadequate capital, competition, loss of key executives, declining prices, and other economic factors. The Company assumes no obligations to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements. You should independently investigate and fully understand all risks before making investment decisions.
Contact for further information:
Gary Stein
steincorp007@gmail.com
Source: Marketwire (June 4, 2009 - 10:00 AM EDT)
News by QuoteMedia
www.quotemedia.com
I received an Information Statement in the mail today clarifying the 1:4 reverse share split and the upcoming name change. The RS becomes effective when the company receives an approval notice from FINRA and the Name Change will become effective once a filing is done with the State of Nevada. It then says: "The Company anticipates the Corporate Actions will occur on or about June 8, 2009." So, we should see changes in our accounts relatively soon.
Hey $oldier... good to see you here... waiting patiently (just like I have elsewhere) and looking forward to the action!
NL
flems... why the post about China Crescent on the Aspeon board?
Hi Dutchtreat....
I was away for a week and then busy catching up when I got home...
I don't know anything further on Nashville and Gene. Gene said he would give monthly updates in his last news release, but has effectively disappeared. Nashville shareholders were promised a part in Trimark, but that seems very unlikely to happen given that everything else that was promised also didn't happen. I am not holding my breath. It remains to be seen whether Trimark actually materializes into anything marketable at all.
It is not a very happy story. All of us who were shareholders are victims. Whether Gene is also just a victim, a villain, or caught in between is hard to prove -- everyone will likely have their own opinion on that.
Meanwhile, Welltek has also gone into sleeping mode. I have not heard anything more from the company. I tried leaving a message on their voicemail, but it was not responded to. My guess is that they have shelved any plans they had until a future date, and that Welltek effectively has become a shell.
I sold some Welltek recently in one portfolio (in order to capture the tax loss) and have been trying to pick up an equivalent number in another portfolio -- a rebalancing of sorts. I have a buy order in for 323 shares at .45, in case anyone is interested.
NorthLion
I still think this is about the best discussion board around -- I don't post too much usually, but I think the "gang" on here are just the best. And that is also JMHO!
Cheers!
NL
Yup... .45!! those .15 shares I got yesterday are looking very good now! That shows you how thin this baby is!! JMHO
NL
What has happened is that there are no more sellers... I had an order sitting for days at .10 and got nothing. I moved it to .12 and got nothing. I finally got what I wanted at .145 and .15 yesterday. Now, it seems that the .15 seller may be gone as well. The shares of this one are very tightly held (by me and others like me that believe in the company). Hang on tight, folks... I do believe we will hear news any day.... but I will wait until it happens.
JMHO.
NL
Hi Bee...
Right you are on the date -- I saw 04/08 and thought it was April 2008 but it was April 8th of this year.
I think Chad will likely answer the other question on whether there is another form to close an open Form D.
NL
Hi Bee...
I had a look at that Form D -- the question that was answered with 1,000,001 - 5,000,000 was not answering how many dollars worth of shares were being offered; it answered how large the company is as measured by annual revenues.
Where it says that the total offering amount was indefinite and the amount remaining to be sold was indefinite, that makes sense as JD did not know how much he might need to sell -- that was in April last year, and he was filing it once and leaving it open so he didn't need to file again in case he was going to sell some more. Makes sense to me. And it worked out well for him as he did need to sell more to keep the company going in the midst of tough times. I am not aware of there being another filing to end a Form D filing - someone else likely knows that better.
Nothing sinister or worrisome in this Form D, IMO.
Now that they have converted their pref shares to commons (whatever number or class doesn't matter), it does show confidence in the future - they want to participate in the growth of share value that accrues to commons! Now that JD has said he has done selling shares, at the same time as making the pref-to-common change, it makes sense that it is just as he has said.
JMHO.
NL
Much nicer, bet!
As of March 31, 2009:
Preferred Stock, $0.01 par value: 25,000,000 shares authorized, no shares shares issued and outstanding.
Common Stock, $0.01 par value: 100,000,000 shares authorized, 3,879,655 issued and outstanding.
PLAN OF OPERATIONS
It is our current plan of operation is to seek to reach satisfactory negotiated settlements with our outstanding creditors, maintain our financial records and SEC filings on a current basis, raise debt and, or, equity financing to fund the negotiated settlements with our creditors and to meet ongoing operating expanses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders.
General Business Plan
We intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities
Act of 1934 (the "1934 Act"). We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. We anticipate that we may be able to participate in only one potential business venture because of our lack of financial resources.
We may seek a business opportunity with entities which have recently commenced operations, or that desire to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
We expect that the selection of a business opportunity will be complex and risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all stockholders
and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business opportunities.
However, we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who has
complied with the 1934 Act without incurring the cost and time required to conduct an initial public offering.
The analysis of new business opportunities will be undertaken by, or under the supervision of, our sole director. We intend to concentrate on identifying
preliminary prospective business opportunities which may be brought to our attention through present associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will
consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the
proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we
consider relevant. As part of our investigation of the business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.
We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction.
Acquisition Opportunities
In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another company or entity. We may also acquire stock or assets of an existing business. Upon consummation of a transaction, it is probable that our present management and stockholders will no longer be in control of us. In addition, our sole director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our stockholders, or sell his stock in us. Any such sale will only be made in
compliance with the securities laws of the United States and any applicable state.
It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under application federal and state securities laws. In some circumstances, as a negotiated element of the
transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving
entity after it has successfully consummated a merger or acquisition and is no longer considered an inactive company. The issuance of substantial additional securities and their potential sale into any trading market which may develop in
our securities may have a depressive effect on the value of our securities in the future.
There is no assurance that such a trading market will develop. While the actual terms of a transaction cannot be predicted, it is expected that the parties to any business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the business transaction in a so-called "tax-free" reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to obtain tax-free treatment under the Code, it may be necessary for the owner of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, our stockholders would
retain less than 20% of the issued and outstanding shares of the surviving entity. This would result in significant dilution in the equity of stockholders.
As part of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain independent analysis of verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of our limited financial resources and management expertise. The
manner in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of both parties, and the management of the opportunity.
With respect to any merger or acquisition, and depending upon, among other things, the target company's assets and liabilities, our stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us
following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets and expectations of growth. Any merger or acquisition can be expected to have a
significant dilutive effect on the percentage of shares held by our stockholders.
We will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements. Although the terms of such agreements cannot be predicted, generally we anticipate that such agreements
will (i) require specific representations and warranties by all of the parties; (ii) specify certain events of default; (iii) detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after
such closing; (iv) outline the manner of bearing costs, including costs associated with the Company's attorneys and accountants; (v) set forth remedies
on defaults; and (vi) include miscellaneous other terms.
As stated above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. We are subject to all of the
reporting requirements included in the 1934 Act. Included in these requirements as part of a Current Report on Form 8-K, required to be filed with the SEC upon consummation of a merger or acquisition, as well as audited financial statements
included in an Annual Report on Form 10-K (or Form 10-KSB as applicable). If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance within the requirements of the 1934 Act, or if the audited financial statements provided do not conform to the representations made by that business to be acquired, the definitive closing documents will provide that the proposed transaction will be voidable, at the discretion of our present management. If such transaction is voided, the definitive closing documents will also contain a provision providing for reimbursement for our costs associated with the proposed transaction.
10Q is out for the March 31-09
Effective January 13, 2009, the reverse split of our common stock on a fifteen for one basis became effective. Before the split we had 19,710,575 shares of common stock. After the fifteen for one reverse split the number of our authorized shares of common stock was reduced to 1,314,038. An additional 638 shares of our common stock were issued to existing shareholders of ours to "round up" their existing share holdings to "full" shares following the reverse split.
Effective January 19, 2009, we issued 63,655 (sixty three thousand, six hundred and fifty five) shares of our common stock, valued at $10,504, in full and final settlement of a claim against us for an alleged liability in excess of $433,740.
We, without admission of any liability, believe that even if such liability had been valid, it would now be statute barred. However, in order to achieve an amicable settlement without the need to incur legal fees, we believe it is in
the best interest of our shareholders to settle the alleged claim, without admission of any liability, by the issuance of 63,655 (sixty three thousand, six hundred and fifty five) shares of our common stock.
Effective January 26, 2009, we authorized the issuance of a total of:
i) 75,000 shares of restricted common stock, valued at $12,375, to three consultants (25,000 shares each) as compensation for services they had provided to us. One of the consultants is an existing shareholder of the Company,
ii) 50,000 shares of restricted common stock, valued at $8,250 to a current, and a former, non-executive director of ours (25,000 shares each) as compensation for services they had provided to us, and
iii) 2,376,324 shares of restricted common stock, valued at $392,974, to David Cutler, the Company's President and a director, and a corporation controlled by Mr. Cutler, in full settlement of the Company's debts to them. As a result of the transaction, we recognized a gain of $61,993 on the settlement of this liability.
Good morning to all... love the pic today Bet!
Hi Starnes... you are right... I have a standing order for shares and can't get any (I mean, I can't get any more cheapies)!! I think we are poised for action.
One of these days... JMHO
NL
LOL! Good job, Bee. I am aiming for 1 a.m. as well! So...you have exactly 14 minutes to go!!
My goal is to try to get to bed a bit earlier than I usually do - even a half hour earlier would make the mornings at lot better. But, it seems every night, before I know it, I am still at it past the target time.... sigh. Too many things to do!!
Good luck, Bee... I am totally of the nite owl variety... some of my most productive time! Especially when the house gets quiet and no one is around to distract. I am a slow starter in the mornings.
Hey Bee... aren't you up kind of late for an "East-coaster"??
And the long view has been my approach from the beginning as well. The plan is still on track from every indication we have - only delayed again and again, but as I have said many times before, the patterns with MTRE are not in just the delays, but also in the fact that they have always delivered what they promised - usually delivered MORE than they promised. That is what I am expecting we will see once again once the financing is done and the business plan is executed.
Sounds good... any information right now would be helpful to ease the minds of those who wait. The company did say that they were in process of finding the funding to close the deals. With markets improving day by day, it would not be surprising to hear something further on that soon.
Hey Chevy... how are things going?
Hey Roo...
I don't think of myself as being "down" at all. I have simply accumulated at various prices and hold a bag full. When the business plan comes through, which I fully expect it will, it will be a great day. Not worried - waiting patiently.
JMHO.
NL
Bee-bee-bopping for sure - love it - LOL!
Hey Roo... nothing dumb about holding MTRE... Hold on tight and don't let go... it has been a long wait, but now that we are close to rocking and rolling, I am feeling good. JMHO.
NL
Absolutely, Brent.... these shares were FREE gifts!!
Hi $oldier
Excellent reply, Bet! LOL
you too, bet... that's quite a friendly looking lizard you have there!
Brent... can you PM your email address. Thanks.
NL
I think the simple answer is that MTRE has not met the expectations of those who invested. There was an expectation that, once this uplisted, it would quickly complete the acquistions and that the share price would be on its way to $1.00 just like that! Instead we ended up with a month of enforced quietness followed by very little news and nothing substantial on the closing of the acquisitions. That leads to frustrated investors, loss of confidence and people selling out before it gets worse.
I am still a believer... I am still expecting that MTRE will complete what it set out to do, even if it has been with delays and hiccups. So, for me, the troubles have given me an opportunity to pick up shares at incredibly low prices. If I am right and the company closes the acquisitions as they have said they would -- it will turn out to have been a super play. If I am wrong and this is just a charade... well, I really don't think that will be the case. But, admittedly, there is no guarantee and each person will have to evaluate the evidence for themselves and decide what they should do.
I guess we could conclude that some people have weighed the evidence, and decided they should sell. This may not be the play for them and I sincerely wish them well - there are lots of other opportunities out there. This one requires a lot of patience. But, I also believe the rewards will be worth it. JMHO.
NL
A lot of selling off today.... almost like someone cleaned out what they had. That would be nice - time for the selling to end and for this to go where it should. JMHO.
NL
Hi prices... got 25K today....
When the first acquisition closes and shows that this stock (again) performs as promised, that will change the level of interest, as well as the price at which it trades. Until then, there will likely be little positive change, IMO.
NL