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OT I guess: anybody hear from Tom or Scott? If dumping the shell and becoming a private company was the only way out, I wonder if DA is up and running. Not sure how the rest of you feel, however, I would entertain becoming a silent (well sort of silent, anyway) partner in DA to see the Morph get up and running...
AC-
No offense, but why would this time be any different than when they were eWan1 trying to launch the same products? I, unfornately, was a previous ewan shareholder, and, while ironic to say the least with the whole trby thing, ewan did nothing but drop from .08 (or around there) to .03 and below...Again, not trying to be nagative, just exeperienced this same old story in the past...
gla-
flip
That, and, in penny land, always be prepared for the Mr. Ben Dover special...
Well, the 10-Q adds nothing...All discontinued ops...
Unfortunately, looks like Tom took the Morph and ran. Did the lawsuit have anything to do with this? Or, was there truly some "deal" out there and Tom bagged the shareholders? Not sure we'll ever find out the truth, unless you see Mr. Large driving around town in a new shiny MBZ...
Those were my shares - they've been on the board for about a week and someone finally picked them up. Just couldn't stand this thing anymore (I actually owned shares in a company called Ewan1 last year that eventually turned into AKYI). Lost money there as well...It's been a long road with TRBY (over 4 years) and never thought it would transition into this (whatever this may be).
Good luck to all of you - I may be back in later if things progress-
flip
Well, now they certainly have full control of the "shell"...wonder where we go now...
NEWS -
Form 8-K for TORBAY HOLDINGS INC
--------------------------------------------------------------------------------
26-Jul-2007
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Secur
Item 1.01. Entry into a Material Definitive Agreement
On June 29, 2007, the Company entered in an agreement (the "Original Purchase Agreement") to sell 7,500,000 shares of a newly designated Series B preferred stock and 35,000,000 shares of its common stock to The Black Diamond Fund, LLLP, a Minnesota Limited Liability Limited Partnership ("Black Diamond") for $1,778,000. George Stevens, Chairman of the Company, is an advisor to Black Diamond.
The purpose of the sale was to raise capital with which to buy assets and to make investments in opportunities which would increase the value of the Company's stock.
The Original Purchase Agreement was not disclosed within four business days after June 29, 2007 as it was determined by the parties shortly after signing the Original Purchase Agreement that certain amendments were required to the Original Purchase Agreement if it was to be approved by the Board of Directors of the Company and the transaction finalized.
The Purchase Agreement and a First Amendment thereto (collectively, the "Purchase Agreement") were ratified by the Board of Directors of the Company on July 24, 2007.
Item 3.02 Unregistered Sale of Equity Securities
The Company entered into the Purchase Agreement to sell 7,500,000 of its newly designated Series B preferred stock and 35,000,000 shares of its common stock to Black Diamond for $1,778,000. George Stevens, Chairman of the Company, is an advisor to Black Diamond. George Stevens did not receive any fees or other payments in connection with the transaction. The securities sold under the Purchase Agreement are being issued on or about the date of the filing of this Current Report on Form 8-K.
The Purchase Agreement requires the Company to buy back shares of the Series B preferred stock at the option of Black Diamond through a series of monthly cash payments starting in at $50,000 per month in August, 2008 and rising to $200,000 per month in December, 2011 at a formula purchase price which is a multiple of the then per share price of the Company's common stock. The total amount which Black Diamond could require the Company to pay should Black Diamond exercise this option completely is $6,415,000 over that period.
The Company has filed a Certificate of Designations with the State of Delaware Secretary of State to designate 10,000,000 of its authorized preferred stock as Series B preferred stock. The Series B preferred stock has the same rights as the common stock, except that the Series B preferred stock has 60 votes per share where a share of common stock has one vote per share on all matters requiring shareholder vote. The preferred shares are not convertible to common shares and do not have a liquidation preference.
--------------------------------------------------------------------------------
The Company had previously designated 700,000 of its preferred shares as Series 1 preferred stock. None of that Series 1 preferred stock is currently outstanding. The Company does not have any plans to issue the Series 1 preferred stock.
Black Diamond's acquisition of our capital stock pursuant to the Purchase Agreement was for investment purposes only and the Company issued such securities in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933. No underwriters or brokers were involved in the transaction. The sale was for cash and involved no discount.
Item 5.01 Changes in Control and Management
By virtue of its purchase from the Company for $1,778,000 of the Series B preferred stock and common stock referred to in Section 3.02 above, Black Diamond will hold shares of capital stock which will be entitled to approximately 76.6% of the votes on matters which may be voted upon by the stockholders. As a result, Black Diamond may be deemed to control the Company. George Stevens, Chairman of the Company, is an advisor to Black Diamond.
Black Diamond purchased the share of capital stock from its working capital. The Company has received the $1,778,000 purchase price.
There are no agreements or understandings between or among the members of the Board of Directors as to the election of directors or other matters.
Security Ownership of Torbay Holdings, Inc. Capital Stock by Certain Beneficial
Owners Following the Sale
Amount and Per Cent Per Cent
Class of Stock Name and Address of Nature of of Class of Class
Beneficial Owner Beneficial (1) (6)
Owner
The Black Diamond Fund,
LLLP 35,000,000 18.3%
1800 Second St #758 (5)
Sarasota, FL 34236
Nutmeg Group, LLC 19,526,389
155 Revere Dr Ste 10 (2)(5) 10.2%
Common Stock Northbrook, IL 60062
Financial Alchemy, LLC 11,538,827
155 Revere Dr Ste 10 (5) 6.0%
Northbrook, IL 60062
William T. Large 17,599,582
P. O. Box 1117 (3) 9.2%
Long Beach, CA 11561
The Black Diamond Fund,
Series B LLLP 7,500,000 100%
Preferred Stock 1800 Second St #758 (4)(5) Sarasota, FL 34236
--------------------------------------------------------------------------------
Notes:
(1): Computed based on a total of 190,777,900 shares of common stock outstanding as of July 20, 2007.
(2): Includes 7,500,000 warrants to purchase 7,500,000 shares of common stock which are currently exercisable.
(3): Includes 120,000 shares of common stock held by Mr. Large's minor children.
(4): The Series B preferred stock entitles the holder to vote 60 votes per preferred share on all matters. The Series B preferred stock votes as a single class with the commons stock on all matters on which a vote of the stockholders is taken.
(5): George Stevens serves as an advisor to the Nutmeg Group and The Black Diamond Fund. Financial Alchemy LLC is associated with the Nutmeg Group.
(6): Computed based on a total of 7,500,000 shares of preferred stock outstanding as of July 20, 2007.
Security Ownership of Torbay Holdings, Inc. Capital Stock by Management
Following the Sale
Name and Per Cent
Class of Stock Address of Amount and Nature of of Class
Beneficial Beneficial Owner (1)
Owner
William T.
Large
P. O. Box 17,599,582 9.2%
1117 (2)
Common Stock Long Beach,
CA 11561
All
Directors 17,599,582 9.2%
and Officers
(4 persons)
Notes:
(1): Computed based on a total of 190,777,900 shares of common stock outstanding as of July 20, 2007.
(2): Includes 120,000 shares of common stock held by Mr. Large's minor children.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Share Purchase Agreement, dated June 29, 2007 between
the Company and The Black Diamond Fund, LLLP
10.2 First Amendment dated as of July 23, 2007 to the
Share Purchase Agreement signed June 29, 2007.
I see your point - love the legalease - in the IR section it specifically excludes the patent and in the section you referenced, it includes it, however, "when requested." Not sure what to make of that...
Hope some good news is coming...
Paines,
As far as the patent for the Morph is concerned, the agreement specifically states that patent 7145548 (as well as another one) is excluded from the transfer to Designer Appliances. It is my assumption (and seems to be others as well) that Torbay continues to hold the Morph patent - hope this is the case!
flip
I have an email into the CIO in the IT department asking about the Morph - no reply yet...
Money - thanks for sharing. Based on my minimal DD, it appears these guys are straight shooters - but, again, this is penny land. Hope that PR has something to get excited about (unlike the frog farming joke that occured over at AVTX)...
Not sure why the news guys haven't PR'd anything yet - you would think they'd at least try to get some momentum and excitement going following the change. We're against the ropes, and hopefully this continuing deadtime doesn't put us down for the count...
LOL - 703 shares??? Anyone know if this has any speciall MM meaning??
I was suprised we didn't have any weak hands out there - at least, for the time being...
Interesting that the new VP would leave a $400m company for this new subsidiary...It appears he has dealt with the likes of Best Buy, Circuit City, Costco, etc.
Sure hope this has something to do with the Morph/TRBY...
My wishful thinking is that they won't PR anything until they get shares into their own hands, so they can enjoy as well. If they do a formal equity plan it would probably take a week or two to draft and then get approval...Otherwise, they could just grant outright shares, but they'd be liable for the tax hit...
I'm not sure if this is the calm before the storm, or this thing will be left to plummet??? If the new exec team already has a .pk shell, why go after trby? Looking at the timing of the last infusion (especially, with the 1 month term), this has been in the works for a while - just don't know what to think of it...
Unfortunately, the weak hands will take this down - we have no news for anyone to accumulate...A PR or 2 stating the strategy going forward may put an end to it...
WS - totally agree with you. There are no reputable law firms that would put their hours on the line for this. Deep pockets always prevail (fortunate or unfortunate).
My hunch, is that these new guys are in for something better than controlling a shell - for all we know, they could have been buying, but how many shares - 2M? The 1m Tom gave up went to treasury.
My wild guess (optimistic): TL didn't want to give up, but doesn't have the marketing/biz/financial savy to make it happen. If TL could control patent rights and "outsource" to a firm that manufactures and does all the BD (for a modest commission and sales margin), then everyone wins...I hope...
Now that I've read the entire thing through, it sounds like you're right...But the remains, why would these guys want a shell and not pursue the mouse since they're in the tech business??? Doesn't make sense...
I'm not sure this is such a bad thing: Tom and Gordon keep all their shares and now have a proven (?) team to take this to the next level (optimism). Also, there was no word on Scott - is he still working the contracts?
Investment???? You don't own stock in any other company and consider this an investment??? If this is true, for your own health, please stay away from pennyland...it's kind of like Vegas, except here you don't get the free booze to take away the pain...
The funny thing is, it was never said it came from the CEO, or directly from the Company for that matter - the large shareholder got hints from "somewhere". What does that mean, I don't know. It's probaly likely that this individual is selling into the hype.
All I can say is that, shareholders who have sold out in the past have the opportunity to buy again based on pure speculation, which is extremely common in penny land. If they don't and lose out, they can probably scream all they want, but I really doubt the SEC has time for it (if you follow the news, there are approximately 2,000 big exchange companies that backdated stock options - how many has the SEC gotten too - I believe somewhere in the low 100s).
Pains - if they're still lurking around-
A question for those "PO'd" others: why not buy in now? Sounds like they don't believe in the rumor/speculation...If so, let them forever hold their peace...
Well, based on things I've seen (see SLJB - probably the biggest scam in the last 5 yers), I haven't heard/seen the SEC go after any regular shareholders who made $$$ - just those that manipulated the stock (via pump/rumors and dump). I may be wrong, but have never witnessed any such event in the penny land...
Trade violation for buying this stock now??? A rumor is a rumor...think all the people that bought Apple on the rumor that the they were going to open up the software are going to get investigated?? Not a chance...
You getting out of the game HJ?
Interesting gains on such low volume... Anyone out there buying small blocks? This seems very odd...any ideas?
I was kind of thinking that in the back of my head: the Morph is pretty darn revolutionary - I would buy one in a second, given the ability to switch back and forth. I guess it also makes sense that the Company would not release it if someone was interested - the other party obviously would have the cash to do a "true" product launch. It definitely makes things a bit more curious, that's for sure...
Thanks for the info-
Thanks for the detail. If I were sitting on 3M plus shares, I'd probably start trying to "make" things happen as well.
And I agree, not sure a deal is likely...but, I'll play the game with all and keep my fingers crossed...
MACdad-
Out of curiosity, are these large shareholders in contact with the Company? I agree with Pains and a few others that this is highly unusual - knowing a deal price before anything is anounced and letting it "slip". Just doesn't smell right...
Hope I'm wrong...
While a deal sounds too good to be true, I did some general research on historic acquisitions. Logitech made 4 in the last 10 years with 3 in the $20 - $30m range, and Microsoft made 21 acquisitions in 2006, averaging $32m per. So, if indeed a deal is possible, the .12-.20 range would not be out of the question...
Just trying to convince myself it's more than a rumor ;)
While I enjoy the wishful thinking, I think it's going to take a lot more than $1,000 of trading to get this dog moving...
Well, looks like the rumor is just that...Though, I'm curious on the trading volume (lack of now) on those 3 or 4 higher volume days with no change in share price - was this just more dilution? Even more curious, who was buying - they were pretty large fills...
Oh well, just bored, can't say this is the first time in this situation...
While this rumor will probably unwind like the rest, $18m for an HP, MSFT or even smaller company is a rounding error. I've never spoken to Tom, but putting that much effort into something and not reeping any returns would wear me down - down enough for $1.8m to make it hurt a lot less...
There's that volume - who's loading up? I had to chill on the averaging down...just too depressing...
500k volume back to 0 - this thing is very frustrating at times...
Thank you-
Anybody know if our products are listed on the goverment website?
www.buyaccessible.gov (a web-based 508 compliance tool for procurements).
I had a heck of a time managing through it as a guest...
I concur with both of you. The past couple of days have produced some very interesting ideas. It's amazing what happens when you channel your frustration into production...Let's keep it up folks - it really can't get much worse ;)