Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Do you still think it is Marani?
Just got in from a Fall Festival at my kid's school - great fun to read, DTB!! LOL!!!
Lmao!!!
That's November 1 or November 2, not 1 o'clock or 2 o'clock!!!lol
I've been watching the Time & Sales figures today.......it looks like the MMs are walking the pps down when they can with dinky transfers ($15 trades?) and LOTS of trades listed out of sequence.....perhaps from this morning to make it look like folks are dumping?
Interesting games.....
Must be the late hour getting to you....why on earth would I make this up? Especially when the value of the stock divvy has tanked from around a nickel per share when announced to .005 at yesterday's close.
And proof of accidents being prevented would consist of what, exactly? How about no accidents in vehicles containing the technology?
Your comment brings to mind the story of the child who told his parents he had a magic necklace that kept away elephants. Of course, the parents didn't believe him, to which he replied "Of course it keeps away elephants....you don't see any around, do you?"
SO far I've seen no indication of any accidents being prevented by Raphael's proprietary sleep detection technology
I just repeated what my broker told me. No more, no less.
I tried this web site a couple of days ago, and nothing worked - everything was under construction. Nice to see some positive developments.
I was told the Company, NOT the T/A, refused to release the shares.....sort of like they were deciding that they may not distribute the share divvy as had been promised...
I called my broker today about this divvy. I was told that Humware has the shares but are refusing to pay them out....no reason given.
I haven't been by here lately....have I missed something as to WHY they aren't paying out the divvy?
Has anyone contacted Humware about this?
DWP - several of those sound like companies formed for the purpose of buying and managing real property.
It is a common practice for many people who buy several parcels to form a corporation or LLC for each parcel purchased. That way, liability for each parcel is separated from all the other parcels.
I'm curious, too, about the others.
Please take the politics somewhere else.
This board is for SLON, not Bush or Clinton or any other pol. Politics gets contentious enough, So do stock discussions. Stock flames are enough - I don't need political flames here too.
Thanks.
I agree. But when calculating the actual float, you don't, unless the restricted shares somehow get released, a la NSHV, into the market. Then, there is a BIG problem.
Back then, there were 70M less shares of stock that are now Restricted. So, I don't think you can fairly include those 70M shares since they cannot be traded.
Now, wait a year, and the situation will be drastically different........both from a "float" perspective and (hopefully) from a pps perspective.
Either that, or 2 PM Japan time - remember, that is across the International Date line.
He is an attorney from Maryland doing some legal work for our company. He had his privilege to practice before the MD securities commission suspended for violating some orders regarding sales of securities for another of his clients.
I had brought that up with Petel a few months ago; they didn't seem concerned.
Reed Smith is a law firm.
Wouldn't the 62 shareholders NOT include those who hold shares in street name thru Ameritrade or ScottTrade or Banc of America or Schwab? Those brokers would be listed as 1 shareholder, holding all of the shares, collectively, held by that broker's account holders. That's why they can get a NOBO list for those holding in street name.
JB was not an officer at the time of the share distribution, as I understand it. He was, however, a "control person" insofar as he owned a significant portion of the outstanding shares. Remember, "control person" for SEC purposes has a far different meaning from a control person being a person in "control" of the corporation.
That said, if I remember correctly, JB's 33 million shares were restricted. Plus, he made the distribution from his own holdings, which is something about which IOR had no binding input. That distribution begs the question as to whether or not there was an SEC violation by JB distributing shares in a private transaction, tantamount to a sale, in violation of Rule 144 or in violation of the restrictions imposed upon the shares when he first received them.
I do not know the answers to these questions. If the shares JB distributed were under NO restrictions, and he was not bound to make a Rule 144 filing, then there is probably no recourse other than by JB versus Daryl for Daryl not performing what he was paid to perform. In that sense, Medify might be a third party beneficiary with enforceable rights.
I thought he said last week that he was traveling today for business.....though I may be wrong....or was it to Vegas?
....on the road again....
Filed September 11, 2007
EX-10.7 2 ex10_7.htm LICENSE AGREEMENT
Exhibit 10.7
LICENSE AGREEMENT
THIS AGREEMENT, effective as of the 7th day of September 2007, by and between SC COMMUNICATIONS (hereinafter called LICENSOR), a California partnership composed of Steven Casciola and Annie Casciola, having a business address at P.O. Box 2385, Beverly Hills, California 90210 and SALON CITY, INC., (hereinafter called LICENSEE), organized and existing under the laws of the State of Nevada having a business address at P.O. Box 2385, Beverly Hills, California 90210.
WHEREAS, LICENSOR is the LICENSOR of the trademarks and service marks SALON CITY;
WHEREAS, LICENSOR has spent many years in developing relationships within the beauty and fashion industries associated with the mark SALON CITY;
WHEREAS, LICENSEE is desirous of using the SALON CITY mark and name in connection with its business;
Now therefore, and in consideration of the foregoing and mutual promises hereinafter set forth, the parties agree as follows:
1. GRANT OF LICENSE
LICENSOR grants the LICENSEE a non-exclusive, non-transferable license to use the mark SALON CITY as its corporate name and in connection with publications, award shows, beauty salons, beauty relating industrial promotions and beauty related products and LICENSEE accepts the license subject to the following terms and conditions.
2. CONSIDERATION
As and for consideration of the aforementioned license, LICENSEE agrees to pay LICENSOR three percent (3%) of its annual revenues but not less than a minimum of $15,000 a year.
3. OWNERSHIP OF MARKS
LICENSEE acknowledges the ownership of the mark in LICENSOR and LICENSEE agrees it will do nothing inconsistent with such ownership and that all use of the mark SALON CITY by LICENSEE shall inure to the benefit of and be on behalf of LICENSOR, and agrees to assist LICENSOR in recording this agreement with appropriate governmental authorities. LICENSEE agrees that nothing in this license shall give LICENSEE any right, title or interest in the mark SALON CITY other than the right to use the mark in accordance with this license and LICENSEE agrees that it will not attack the title of LICENSOR to the mark or attack the validity of this license.
1
4. QUALITY STANDARDS
LICENSEE agrees that the nature and quality of all services rendered by LICENSEE in connection with the mark SALON CITY, all goods and services sold by LICENSEE under the marks and all related advertising, promotional and other related uses of the marks by LICENSEE shall conform to the standard set by and being under the control of LICENSOR.
5. QUALITY MAINTENANCE
LICENSEE agrees to cooperate with LICENSOR in facilitating LICENSOR’s control of such nature and quality, to permit reasonable inspection of LICENSEE’s operation and to supply LICENSOR with specimens of all uses of the marks upon request. LICENSEE shall comply with all applicable laws and regulations and obtain all appropriate governmental approvals pertaining to the sale, distribution and advertising of goods and services covered by this license.
6. FORM OF USE
LICENSEE agrees to use the marks only in the form and manner and with the appropriate legends as prescribed from time-to-time by LICENSOR and to not use any other trademark or service mark in combination with the mark without prior approval of LICENSOR.
7. WARRANTY AND INDEMNIFICATION
LICENSEE agrees to warrant and indemnify SC COMMUNICATIONS and its partners against any claims resulting or asserted in connection with the use of the SALON CITY mark licensed under this agreement.
8. INSURANCE
LICENSEE agrees to maintain a comprehensive general liability policy including an advertising injury rider in connection its business. The policy shall name LICENSOR and its partners as additional insureds. The policy shall have minimum limits of coverage of $1,000,000/$3,000,000 aggregate, with a minimum deductible of $25,000.
9. INFRINGEMENT PROCEEDINGS
LICENSEE agrees to notify LICENSOR of any unauthorized use of the mark by others promptly as it comes to LICENSEE’s attention. LICENSOR shall have the sole right and discretion to bring infringement or unfair competition proceedings involving the mark.
2
10. TERM
This agreement shall continue in force and effect for two years from the date of this agreement or unless sooner terminated as provided for herein. This agreement shall terminate annually, unless a notice of renewal by LICENSOR is delivered to LICENSEE during December prior to the next year term of this license. LICENSEE may terminate this agreement at least thirty (30) days prior to the anniversary date of this agreement (January 5).
11. TERMINATION FOR CAUSE
LICENSOR shall have the right to terminate this agreement upon 30 days written notice to LICENSEE in the event of any affirmative act of insolvency by LICENSEE, or upon the appointment of any receiver or trustee to take possession of the properties of LICENSEE or upon the winding up, sale, consolidation, merger or any sequestration by governmental authority of LICENSEE or upon breach of any of the provision hereof by LICENSEE.
12. EFFECT OF TERMINATION
Upon termination of this agreement, LICENSEE agrees to immediately discontinue all use of the marks SALON CITY and any term confusingly similar thereto and to delete the same from its corporate or business name, to cooperate with LICENSOR or its appointed agent to apply to the appropriate authorities to cancel recording of this agreement from all government records, to destroy all printed materials bearing any of the marks, and that all rights in the marks and goodwill connected therewith, shall remain the property of LICENSOR.
13. MANAGEMENT OF LICENSEE
This license is granted on the premise that SALON CITY, INC. is managed by Steven Casciola and Annie Casciola. In the event of a change of management, this license shall only continue so long as LICENSOR notifies LICENSEE that its LICENSE shall remain in place.
14. INTERPRETATION OF AGREEMENT
It is agreed that this agreement may be interpreted according to the laws of the State of California, United States of America.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed as of the day and year first above written.
SC COMMUNICATIONS
/s/ Annie Casciola
ANNIE CASCIOLA, Partner (LICENSOR)
SALON CITY, INC. (Licensee)
By: /s/ Steven Casciola
STEVEN CASCIOLA, President,
SALON CITY, INC., a Nevada corporation
3
Well, since I still have a few, maybe I can salvage something to reduce my loss!!
I don't know securities law, so I really can't answer the questions. All I can do is offer my personal opinion......
Since the activities took place in England, I would think that that is where an action, if possible, would be filed.
Surely, I would think that Medify could file suit to protect its interests. But, can the shareholders?
1) I don't know if shareholders can step in and assert corporate rights via a lawsuit.
2) Assuming the answer to 1) is yes, how do we quantify damages, assuming we can prove liability. Generally, a company can only recover for economic damages when the damages can be fairly well estimated......often this is based on the company's established revenues. Here, there is no established track record, so......proving damages would, I think, be difficult.
Another way might be to show how EMIS has profited....that's an idea.
But who would pay for this legal venture?
Does English law support class action derivative shareholder lawsuits?
That doesn't include my 200 shares!
Go back through old posts. This is all old history....from last year and earlier this year.
These are "institutional" memories...see MCA, Clancy, myself, Bvwaddy aka Bvdog, purp, Lem and many, many others.
A 1:400 Reverse split or consolidation, yes.
My shares went down....and I should be getting some cash for a .75 share remainder after the split.
I just checked, and I got $1.13 for the 3/4 share remainder.
Banc of America - broker
I recall that; I think Brian Cox was the name of the EMIS guy - he got fired, too, if I recall correctly, and EMIS still held up the templates while EMIS was trying to work a deal with Pearl.
So you aren't involved with that side of equation anymore?
So why the R/S on techlabs? I seem to remember a F/S a few months ago.
I don't understand the reasoning.....can you fill in some of the blank spots?
Sometimes I look at things in a most cynical way - as a teen, I could readily identify with Holden Caulfield! My cynicism through adolescence survived to adulthood....and I think it serves me well in my day job as a trial lawyer.
I have practical work experience with companies intentional interfering with the contracts of another company; hence my theories based on observations of EMIS and its dealings with Ian, JB and Medify as a separate business entity. I guess Dave and Phil decided early on that cleaning up the Medify problems and running it as a separate division was more difficult that it was apparently worth.
Too bad. I think there could be a lot of cross application of some of the core technologies involved with both business models.
I have long thought that EMIS was sabotaging the Medify project, a concern I have expressed on many an occasion. EMIS has been and remains a competitor that, I think, would love to acquire the SystemOne/MedifyRemote technology. I was rather dismayed that Medify, pre-Petel, never took steps to protect itself and seek compensation for the egregious contractual breaches by EMIS.
I thought last year that perhaps the failure to seek legal recourse was a business judgement directed at how best to utilize limited financial resources. That may still be a problem. Hopefully, the statute of limitations has not yet run - I don't know English law, so I can only offer my humble opinion.
Whoever is now the owner of Medify would also own a cause of action against EMIS. I would hope the new management promptly makes itself aware of this huge impediment and moves swiftly to rectify that situation. Otherwise, Medify will go down in flames, and with it, a very good idea to improve health care.
same thing!!
Now that this is moving, from the past, we know that the A/S was dramatically increased right before the 100:1 F/S.
The 8-K that was just filed also details a R/S of the A/S:
"Pursuant to the Securities Purchase Agreement, the Registration Rights Agreement and the Lockup Agreement, the Company is also obligated to take certain post-closing actions, including:
(a)
Board of Directors. Within 120 days following the closing, the Company is required to nominate a five-member, independent Board of Directors of the Company, as defined under the Nasdaq Marketplace Rules, and to take all actions and obtain all authorizations, consents and approvals as are required to be obtained in order to effect the election of those nominees. See Item 2.01 - “Directors and Executive Officers,” - “Our Directors and Executive Officers” of this Current Report.
9
(b)
Reduction of Shares of Authorized Common Stock. Within 120 days following the closing, we are required to take all actions and obtain all consents, authorizations and approvals as are required to be obtained in order to effect a one share for one hundred shares (1:100) reduction of the number of shares of Common Stock authorized in our Articles of Incorporation (the “Authorized Share Reduction”). In connection with the Authorized Share Reduction, the Company will file with the SEC and mail to our shareholders an Information Statement on Schedule 14C. The Company will file the certificate of amendment to its Articles of Incorporation with the Office of the Secretary of State of Nevada not less than 20, nor more than 25, days after it mails the Information Statement to our shareholders. Under applicable SEC regulations, the Company may not file the certificate of amendment until 20 days after the Information Statement is distributed to our shareholders
I don't think this will have an effect on the O/S. Anyone have a thought about this?
We are wainting for Q3 results, which should be out sometime in the first part of November....I think 11-15-07 is the end of the 45 day period after the Quarter ends....
I agree with you Bob (imagine that!!!....just kidding) Seriously, I understand your complaints and issues...on some of them, I even agree, but what is more important to me is the end-of-quarter revenue reports.
I think that, with the newest R/S, the sale of Medify....that Petel is now closer to the private Petel than it has ever been before, and that Medify will either sink or swim on its own. I got in here in the first place 'cause I thought Medify had a great product and that the development and distribution weren't well managed...if they had been, the EMIS fiasco would never have happened - talk about intentional interference with contracts and intentional corporate sabotage - and Medify would be profitable now.
I still like Petel...it is now, publicly, cl;osed, imo, to what is was privately, but the bottom line for all of us are the financials.
Q3 and Q4 results. Make or Break.
imo.
Anyone buying up to 1000 shares will get $0.30 per share for shares held PRE-split.
Effects of the Reverse/Forward Stock Split on Cashed-Out Shareholders
If the Reverse/Forward Stock Split is implemented, a shareholder owning less than 1,000 shares of Common Stock (either of record or beneficially through a broker or similar nominee) immediately prior to the Reverse/Forward Stock Split will:
Have his stock ownership right converted into a right to receive a cash payment from the Company equal to $0.30 pershare of Common Stock held immediately prior to the Reverse/Stock Split;
No longer have any equity interest in the Company and therefore will not participate, as a shareholder, in our futurepotential earnings or growth, if any;
No longer be entitled to vote as a shareholder;
Not be required to pay any brokerage commissions or other service charges in connection with the Reverse/ForwardStock Split; and
May be required to pay federal, state, and local income taxes, as applicable, on the cash amount received from theCompany for the purchase of the shares cashed out pursuant to the Reverse/Forward Stock Split. See “GeneralInformation About the Reverse/Forward Stock Split - Certain Federal Income Tax Consequences.”
If a shareholder who would otherwise be a Cashed-Out Shareholder would rather continue to hold our Common Stock after the Reverse/Forward Stock Split and not be cashed out, the shareholder may do so by taking one of the following actions as soon as reasonably possible after receiving the Notice of Annual Meeting and this Proxy Statement (which will be mailed at least 20 days before the date of the meeting), but in any event no later than the day prior to the date of the Annual Meeting, to assure that the shareholder owns (either of record or beneficially through a broker or similar nominee) at least 1,000 shares of our Common Stock by the effective date of the Reverse/Forward Stock Split
I agree, theoretically, that most R/S are disastrous for shareholders. R/S are designed to eliminate shareholders and bolster the pps for institutional investors - sometimes. And, sometimes, at least on the message boards, pump-and-dump seems to accompany those tactics.
First, I haven't seen and P & D here for a long while, and what I did see was that the pumps were not tied to the dumps.
Second, from a business perspective, a R/S by MCCY makes no sense. Argo just got 13.5 million shares and no cash - Argo's revs alone are in the 10-20 million dollar range, so to merge for all stock and no cash tells me that Jason Shin has been given inside info that he independently confirmed. The nature of the info was apparently such that he felt certain that his investment in MCCY thru the acquisition of Argo was sure $$ in his pockets. That is, I think, the first concrete domino to fall in launching MCCY and its technology - better, imo, that just adding well respected industry folks to an advisory board.
Here, there is news that will propel the pps up. After the PR this morning, the pps rose by 40%, though it has settled down some since then......and as more news is released confirming sales, then the pps will rise, and there would be no need for a R/S.
The number of outstanding shares is not really that large.
Interestingly, that 6700 sh. transaction isn't showing up on the ScottTrade Time and Sales listing.
http://quotes.freerealtime.com/dl/frt/M?&symbol=CGGP&type=Time%26Sales&filter=0&IM=q...
That was mine - a partial fill.