Remote Dynamics Inc (RMTD)

[Ace Trader]

DD from the past, SOME USEFUL some not but a good read

http://www.bloomberg.com/quote/REDI:US ticker change ! Hmmmmmm
end of 2007 into 2008 it went from .002 to .29 as per old posts dating from #33 to #77 posts

1. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.3%. This percentage is based on 63,228,182 shares outstanding as reported in the Form 10-QSB of Remote Dynamics, Inc. filed January 24, 2007. The 14.9% percentage ownership disclosed in the Schedule 13G filed January 9, 2007, was based on the number of shares outstanding disclosed at the time of such filing. This Amendment No. 1 to Schedule 13G is filed solely to update the percentage ownership held by the filing entities based on the change in the number of shares outstanding.

Remote Dynamics, Inc. Announces Closing of Series B Secured Convertible Note and Warrant Private Placement and Acquisition of BounceGPS, Inc.



RICHARDSON, Texas--(BUSINESS WIRE)--

Remote Dynamics, Inc. (OTCBB: REDI), a leading provider of telematics-based management solutions for commercial fleets, today reported that the Company has entered into a Note and Warrant Purchase Agreement for the sale of up to $1,754,000 of series B secured convertible notes ("Series B Notes"), including original issue discount notes ("OID Notes") in the aggregate amount of $701,600, in a private placement transaction with several institutional and accredited investors.

The private placement is structured to occur in four closings, each providing $438,500 in gross proceeds to the Company. The first closing occurred on December 4, 2005. The second closing will occur within five business days after the date that the Company files a preliminary proxy statement with the SEC with respect to stockholder approval of an increase in the number of its authorized shares of common stock to at least 575,000,000 and a one-for-fifty reverse stock split of its common stock. The third closing will occur within five business days after the date that the Company files an amendment to its Certificate of Incorporation making effective the increase in number of authorized shares and the reverse stock split. The fourth closing will occur within five business days after the date that an initial resale registration statement for the shares underlying the notes and warrants issued in the private placement is declared effective by the SEC. Each closing is subject to certain other conditions being satisfied, as more fully described in the Company's Form 8-K filing with the SEC dated December 6, 2006.

Midtown Partners & Co., LLC, and NASD member firm, acted as the sole placement agent in the private placement. In connection with the private placement, the Company will pay to Midtown Partners consideration consisting of (a) a cash sales commission of $150,480, (b) warrants to purchase 54,723,333 shares of common stock (representing 15% of the aggregate number of shares of common stock issuable upon conversion of the notes sold in the private placement and issued pursuant to the Share Exchange Agreement), with each warrant having an exercise price of $0.016 per share and being exercisable for ten years, (c) E-7 Warrants to purchase 29,525,000 shares of common stock (representing 15% of the aggregate number of shares of common stock underlying the E-7 Warrants sold in the private placement and issued pursuant to the Share Exchange Agreement), and (d) F-4 Warrants to purchase 29,525,000 shares of common stock (representing 15% of the aggregate number of shares of common stock underlying the F-4 Warrants sold in the private placement and issued pursuant to the Share Exchange Agreement). The Company also agreed to pay legal fees in the amount of $35,000 to legal counsel for the investors in the private placement.

The Series B Notes and the OID Notes are secured by all of the assets of the Company, subject to existing liens, are due December 4, 2009 and begin amortization of principal (in nine quarterly installments) on August 1, 2007. The Company may make principal installment payments in cash or in registered shares of the Company's common stock. If paid in common stock, certain conditions must be satisfied, and the number of registered shares to be paid to the holder must be an amount equal to the principal installment amount divided by the greater of (i) $0.02 and (ii) 90% of the average of the volume weighted average trading prices of the common stock for the ten trading days immediately preceding the principal payment. The Series B Notes and OID Notes are convertible into Company common stock at an initial conversion price of $0.016 per share, subject to reduction if the Company fails to achieve specified financial and operating milestones and subject to adjustment for stock splits and combinations, certain dividends and distributions, reclassification, exchange or substitution, reorganization, merger, consolidation or sales of assets; issuances of additional shares of common stock, and issuances of common stock equivalents.

The purchasers of the notes also received the following common stock purchase warrants:

-- Series E-7 Warrant to purchase up to 82,218,750 million shares
in the aggregate of common stock at an exercise price of $0.02
per share;

-- Series F-4 Warrant to purchase 82,218,750 million shares in
the aggregate of common stock at an exercise price of $0.03
per share;

The exercise of all of the E-7 and F-4 and C-3 warrants would result in the Company's receipt of up to $4,110,937 in additional cash proceeds.

As a result of the private placement and pursuant to the terms of "most favored nations" rights granted to investors in the Company's February 2006 private placement of its series A senior secured convertible notes ("Series A Notes"), the Company expects to issue to certain of its February 2006 private placement investors, in exchange for $1,652,111 principal amount of the Series A Notes, an additional (i) $1,784,111 principal amount of Series B Notes, (ii) $713,644 principal amount of OID Notes, (iii) E-7 Warrants to purchase 83,690,203 shares of its common stock and (iv) F-4 Warrants to purchase 83,690,203 shares of its common stock. The Company will receive no additional proceeds from the exchange.

"With the closing of this transaction and our recently implemented cost saving initiatives, we currently believe that the company has sufficient working capital to fund operations until the company achieves positive cash flow, said Neil Read, the Company's Vice President, Chief Financial Officer, Treasurer and Secretary. We are pleased with the vote of confidence placed in our newly revised business plan by our existing and new investors."

Acquisition of BounceGPS, Inc.

The Company also announced that it has entered into a Share Exchange Agreement in which the Company acquired 100% of the capital stock of BounceGPS, Inc., and issued to the sole stockholder of BounceGPS, Inc. the following:

-- 5,000 shares of the Company's newly authorized series C
convertible preferred stock ("Series C Preferred Stock")

-- A Series B Note in the principal amount of $660,000

-- An OID Note in the principal amount of $264,000

-- An E-7 Warrant to purchase 30,937,500 shares of common stock

-- A F-4 Warrant to purchase 30,937,500 shares of common stock

The Series C Preferred Stock is convertible into the Company's common stock at an initial conversion rate equal to (x) 51% of the number of the Company's fully diluted shares divided by (y) the number of shares of Series C Preferred Stock originally issued.

David Walters, who became Chairman of the Company's Board of Directors upon completion of the acquisition, said: "We are excited about the opportunity to move the BounceGPS operations forward in combination with Remote Dynamics."

The terms of the Series C Preferred Stock are more fully described in the Certificate of Designations, Preferences and Rights of the Series C Preferred Stock which is attached as Exhibit 10.9 to the Form 8-K filed by the Company on December 6, 2006 with the SEC.

The Company intends to use the net proceeds from the financing transaction to fund its business plan.

The Company is obligated to register the common stock issuable upon conversion of the Series B Notes, OID Notes, the exercise of the Series E-7 and F-4 warrants and shares underlying the Series C Preferred Stock for public resale under the Securities Act of 1933, as amended. The company is further required to seek stockholder approval to amend the Company's certificate of incorporation to increase the number of shares of common stock authorized to 525,000,000 and to effectuate a reverse split of its common stock at a ratio of one-for-fifty shares. Each holder of a secured convertible note is restricted from either converting the notes into the Company's common stock or exercising the warrants for the purchase of the Company's common stock to the extent that such conversions or exercises would result in the holder beneficially owning more than 4.9 percent of the Company's common stock, or 9.9 percent of the Company's common stock without providing the Company at least 61 days prior notice of its intent to waive the applicable conversion restriction.

The Company intends to file a Form 8-K with the SEC on December 6, 2006, which will be available at the SEC's website at http://www.sec.gov, that will include all of the agreements entered into between the investors in the Series B offering and the Company and the agreements for the acquisition of BounceGPS, Inc.

About Remote Dynamics:

Remote Dynamics, Inc. provides patented state-of-the-art mobile resource management solutions that contribute to higher customer revenues, enhanced operator efficiency and improved cost control. Combining GPS and wireless telematics with supply chain management, the company's solutions improve mobile worker productivity through real-time position and route reporting, as well as exception-based reporting that analyzes mobile workforce inefficiencies for operational optimization. More information about Remote Dynamics is available online at http://www.remotedynamics.com.

About BounceGPS, Inc.:

Trusted by owners and managers in utility contracting, green and many industries, BounceGPS, Inc. delivers GPS-based fleet management solutions to a wide range of companies. The company's solutions include loss prevention, driver performance monitoring, and vehicle and asset tracking. More information about BounceGPS, Inc. is available online at http://www.bouncegps.com.

About Midtown Partners & Co., LLC:

Originally founded in May 2000, Midtown Partners & Co., LLC is an investment bank focused on private placement investment banking opportunities. The investment banking group at Midtown Partners & Co., LLC was founded on the premise that client relationships and industry focus are keys to the success of emerging growth companies. Such companies require investment banking services from a firm with a unique understanding of the marketplace and the nature of these transactions. Additional information can be found at http://www.midtownpartners.com.

Web site http://midtownpartners.com/ looks very much like MB's website http://www.monarchbayassociates.com/

Gary joins RMTD 2/23/2007

Remote Dynamics, Inc. Announces New Chief Executive Officer and New Senior Vice President of Operations
Remote Dynamics, Inc. (OTCBB:REDI), a leading provider of telematics-based management solutions for commercial fleets, today announced the appointments of Gary J. Hallgren to the position of Chief Executive Officer and Greg L. Jones to the position of Senior Vice President of Operations.

Mr. Hallgren brings to Remote Dynamics more than 15 years of management experience in emerging software and technology companies including more than 6 years at the senior executive level. Mr. Hallgren’s experience includes leading sales, marketing and technology development efforts for two early stage organizations and driving revenue growth and operational efficiencies in an emerging growth environment.

Mr. Hallgren last served as Vice President, Technical Services, for Spinitar, a privately held systems integration firm. From 2002-2005, Mr. Hallgren served as President and Chief Executive Officer of WirelessCar North America, Inc., a joint venture of Volvo, Ericsson and Brainheart Capital which provided wireless middleware and billing services to the telematics marketplace and whose operations were ultimately acquired. From 2000-2002, Mr. Hallgren served as Chief Operating Officer of WirelessCar North America, Inc. Prior to WirelessCar, Mr. Hallgren was Vice President of Operations for Volvo Technology of America which provided telematics solutions for Volvo cars, trucks and marine products. Mr. Hallgren earned his Bachelor of Civil Engineering from the University of Minnesota, Institute of Technology.

Seems G#### is taking over and cleaning house! maybe found some good assets and is going to Hmmmmm

From 8K/A Filed 4/6/2007

ITEM 3.02 Unregistered Sales of Equity Securities

On March 26, 2007, Remote Dynamics, Inc. (the "Company") closed on the
third round of the previously disclosed Note and Warrant Purchase Agreement
dated November 30, 2006. Gross proceeds provided by the third closing
totaled $438,500. The third round closing conditions of filing an
amendment to our Certificate of Incorporation making an increase in the
number of our authorized shares of common stock to 575,000,000 and a one-
for-fifty reverse stock split of our common stock were both waived by the
investors.

Item 4.01 Changes in Registrant's Certifying Accountant

On March 23, 2007, upon approval of its Audit Committee, the Company
dismissed KBA Group LLP ("KBA") as the Company's independent registered
public accounting firm effective as of March 23, 2007.

t operating losses since our inception and have limited financial resources until such time that we are able to generate positive cash flow from operations. We had cash and cash equivalents of $371,000 as of March 31, 2007, compared to $121,000 as of December 31, 2006.
Net cash used in operations for the three months ended March 31, 2007 was $501,000, primarily due to a net loss of $2.2 million offset by a loss on extinguishment of debt of $234,000, loss on extinguishment of redeemable preferred stock of $363,000, accretion of notes payable of $1,237,000, and depreciation and amortization of $263,000. Net cash used in operations for the three months ended March 31, 2006 was $1,000.
Net cash provided by financing activities for the three months ended March 31, 2007 was $753,000, primarily due to the net proceeds from the Series B debt offering. Net cash provided by financing activities during the three months ended March 31, 2006 was $-0-.
We do not expect to achieve profitability or positive cash flow for 2007. Key to achieving profitability is to obtain a REDIview customer base that provides monthly recurring revenues and corresponding gross margins that exceed operating costs and expenses to support the REDIview customer base. Our plans for 2007 include increasing our sales staff and sales channel development in an effort to build recurring revenue and continuing to identify additional operating cost reductions. However, there can be no assurance that we will achieve our sales targets or our targeted operating cost reductions for 2007. Failure to do so may have a material adverse effect on our business, financial condition and results of operations. Moreover, despite actions to increase revenue, to reduce operating costs and to improve profitability and cash flow, our operating losses and net operating cash outflows will continue into at least the fourth quarter of 2007.
We currently are not in compliance with certain of our obligations relating to our secured convertible notes and our convertible preferred stock, including our failure to maintain sufficient authorized shares to permit conversion of the securities and our failure to register the resale of the shares of common stock issuable upon conversion of the securities. Although, to date, no security holder has sent us a notice of acceleration of amounts owed under or redemption of these securities, there can be no assurance that the security holders will not take such action in the future. Our failure to comply with our obligations relating to these securities also exposes us to liquidated damages claims by the security holders. As of March 31, 2007, we had accrued $495,000 in respect of such liquidated damages. In the event of an acceleration of amounts owed under or redemption of these securities (or a claim for liquidated damages), if we are unable to raise enough money to cover the amounts payable, we may be forced to restructure, file for bankruptcy, sell assets or cease operations.
We had a working capital deficit of $5.4 million as of March 31, 2007. We believe that with the expected proceeds from our November 2006 private placement, we will have sufficient capital to fund our ongoing operations through the remainder of 2007, assuming that we are able to meet our sales targets and operating cost reduction plans and to negotiate acceptable payment arrangements with our senior security holders, vendors and other creditors. The sufficiency of our cash resources also depends to a certain extent on general economic, financial, competitive or other factors beyond our control.
We have historically relied on a series of financings and asset sales to fund our ongoing operations. We do not currently have any arrangements for additional financing and we may not be able to secure additional debt or equity financing on terms acceptable to us, or at all, at the time when we need such financing. Further, our ability to secure certain types of additional financings is restricted under the terms of our existing financing arrangements. There can be no assurance that we will be able to consummate a transaction for additional capital prior to substantially depleting our available cash reserves, and our failure to do so may force us to restructure, file for bankruptcy, sell assets or cease operations.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to product returns, bad debts, inventories, income taxes, warranty obligations, maintenance contracts and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
The significant accounting policies and estimates, which we believe to be the most critical to aid in fully understanding and evaluating reported financial results, are stated in Management’s Discussion and Analysis of Financial Condition and Results of Operations reported in our Annual Report on Form 10-KSB for our fiscal year ended December 31, 2006.


tem 3. Source of Amount of Funds or Other Compensation

On September 17, 2007, BMSI sold $100,000 principal amount of the Company's
series B subordinated secured convertible promissory notes in exchange for
$50,000.

On September 23, 2007, BMSI sold $300,000 principal amount of the Company's
series B subordinated secured convertible notes in exchange for $150,000.

On September 17, 2007, Monarch Bay Management Company, LLC purchased $100,000
principal amount of the Company's series B subordinated secured convertible
promissory notes from BMSI in exchange for $50,000. David Walters owns 50% of
the membership interests in, and is a Managing Member of, Monarch Bay Management
Company, LLC

On October 10, 2007, BMSI completed a portion of the fourth closing under the
November 30, 2006 Note and Warrant Purchase Agreement with the Company and other
investors. In the closing, BMSI invested $200,000 in exchange for (i) $280,000
principal amount of the Company's series B subordinated secured convertible
promissory notes (including $80,000 principal amount of original issue discount
series B notes), (ii) Series E-7 warrants to purchase 468,750 shares of the
Company's common stock and (iii) Series F-4 warrants to purchase 468,750 shares
of the Company's common stock.

On November 19, 2007, the Company completed a 1-for-50 reverse stock split of
its Common Stock. All share data within this filing is post-split adjusted.

As a result of the foregoing transactions, and based on information provided by
the Company regarding its outstanding securities, BMSI currently holds
approximately 97.2% of the voting power of the Company's outstanding securities
and beneficially owns approximately 62.4% of the Company's common stock
calculated on a fully diluted basis.

Item 5. Interest in Securities of the Issuer

(a) - (b) Items 7, 8, 9, 10, 11 and 13 from pages 2 through 4 of this
statement are incorporated herein by reference. The Reporting Persons
own securities of the Company convertible into or exercisable for an
aggregate of 50,994,477 shares of the Company's Common Stock,
representing 97.3% of the Company's outstanding Common Stock, based
upon 1,392,426 shares outstanding as disclosed by the Company in the
transactions described in Item 3 above and other information provided
by the Company regarding its outstanding securities.

http://sec.gov/Archives/edgar/data/944400/000121865008000012/rdym12312007.txt

http://sec.gov/Archives/edgar/data/944400/000131656808000016/sc13gardym12312007.txt

They were doing so well in 2007 why did they decide to file form 15 Hmmmmm


Interest expense totaled $4,757,000 for 2007 compared to $680,000 for 2006. The current year interest expense primarily relates to the accretion of the Series A Notes, Series B Notes, and the HFS Note in the amount of $2,628,000, $625,000, and $616,000, respectively, as well as $812,000 of default interest and liquidated damages on the Series A and Series B Notes and $85,000 amortization of deferred financing fees.

I may post more of my views on the 10K later, but for now, it looks to this investor like the only hope for any gains will come from news of significant new business contracts. Almost $5 million in revenue seems like enough to at least suggest a potential value of more than .01, but that may be a tad optimistic given the complexity of the credit agreements, the apparent certainty of dilution, and the recent reverse split; all conspiring to scare investors away. Hopefully, management has a solid business plan in place and will execute so well the investment community will forgive some of what appears to be significant negatives.
READ POST 79.........

READ POST 160

Anyway enough enjoy the read