CLRC is paying $2 million dollars to the ex-CEO Mr. Stephen Luke's for his 6M shares and his resignation at 500k per quarter.
That's $3/share and the pps is now .23, OUCH. Can the company get the pps back up???
On August 14, 2006, Clear Choice Financial, Inc. (the “Company”) entered into a Stock Purchase Agreement with its President, Mr. Stephen Luke, for the purchase by the Company of 5,952,245 shares of the Company’s common stock held by Mr. Luke (the “Shares”). The purchase price for the Shares is $2 million, which is payable to Mr. Luke as follows: (a) $500,000 upon the initial closing, which is scheduled for September 1, 2006 or earlier, and (b) three successive $500,000 payments to be paid by the Company to Mr. Luke every 90 days thereafter (so 500k was due Dec 1st). In connection with the Stock Purchase Agreement, Mr. Luke tendered his resignation from the Company, effective immediately, and the Company and Mr. Luke delivered mutual releases of any and all claims by either party against the other.
Concurrent with the execution of the Stock Purchase Agreement, the Company also entered into a Stock Pledge Agreement between the Company and Mr. Luke, which granted to Mr. Luke a security interest in the Shares in order to secure the Company’s payment obligations under the Stock Purchase Agreement. The Stock Pledge Agreement contained standard terms and conditions for an agreement of its kind.
Item 1.02 Termination of a Material Definitive Agreement
Pursuant to the terms of the Stock Purchase Agreement, described under Item 1.01 above, Mr. Luke will cause that certain Lease Agreement, dated April 1, 2004, as amended, between Shalimar Offices, LLC and the Company, with respect to the premises located in Tempe, Arizona, to be terminated as of December 31, 2006, thereby releasing the Company from any future obligations thereunder, including payment obligations. Mr. Luke is the manager of Shalimar Offices, LLC and owns all of its outstanding interests. There are no penalties for early termination.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The discussion set forth under Item 1.01 is incorporated herein by reference. As part of the terms and conditions of the Stock Purchase Agreement, the Company is obligated to pay Mr. Luke as follows: (a) $500,000 upon the initial closing, which is scheduled for September 1, 2006 or earlier, and (b) three successive $500,000 payments to be paid by the Company to Mr. Luke every 90 days thereafter. The company’s payment obligations are secured by a pledge of the Shares but Mr. Luke is not limited to this as a remedy and may seek specific performance. (lets hope they are paying this guy)
Nov tax loss selling so they could re-enter lower in early Jan from the Dec tax loss sellers??? amd/or did they miss the 12/1/06 500g payment to the ex-CEO ???
12/4 is monday. 12/1 was friday, so the sell-off was began before the payment date.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
The discussion set forth under Item 1.01 is incorporated herein by reference. As part of the terms and conditions of the Stock Purchase Agreement, Mr. Luke tendered his resignation as President of the Company, effective August 14, 2006. Mr. Luke is no longer an officer, director or employee of the Company.
-------
Clear Choice Financial, Inc. (OTCBB:CLRC - News), a financial services company specializing in mortgage refinancings and new home loans, announced today that it has made significant progress in its early development and is now pursuing additional acquisition and consolidation targets to fulfill its long-term growth strategy. Following the Company's acquisition of Bay Capital Corp., an established mortgage broker based out of Owings Mills, Maryland, and the subsequent consolidation of Irvine, California-based Allstate Home Loans into Bay Capital, Clear Choice Financial has just recently completed all of the necessary restructuring of its primary operating subsidiary, as well as addressed issues related to the previous board and its capital structure, enabling the Company to move forward with its updated business plan and growth objectives.
According to the Company's newly appointed Chief Executive Officer, Mr. Chad Mooney, "With all issues related to and resulting from decisions made by the previous management and board now addressed, we can move forward with our revised business plan and rather aggressive growth strategy, and develop this Company into an established, nationwide mortgage broker and mortgage bank that services the soon to be thriving refinancing sector of the mortgage industry." With Clear Choice's consolidation of Bay Capital and Allstate Home Loans, its operating subsidiary, which has assumed the Bay Capital name for the time being, Clear Choice now has locations on both coasts in what are essentially the key markets, and is now licensed to do business in 44 states.
Mr. Mooney continued, "With most of the Company's essential components now in place, and the fact that Clear Choice now operates on both coasts through Company-owned and Company-affiliated branch offices, all under the Bay Capital name, we felt that the timing was right to release this update on recent activities and highlight our ongoing growth strategy via the following Letter to Shareholders, and subsequent "bullet point" summary:
OCTOBER 6, 2006
Dear all Shareholders of Clear Choice Financial, Inc.,
The past few months at Clear Choice have been challenging but rewarding. Your new Board of Directors and Management, comprised of Andrew Formato and Larry Eiteljorg as Directors and myself as President, CEO and a Director, felt it was appropriate to apprise you of our recent accomplishments and explain where Clear Choice stands currently, and where we are headed.
The individuals involved in the day-to-day operations, as well as a core group of investors that have continued to support us throughout our restructuring, have expressed their continued support for the long-term and have pledged to commit their respective expertise and industry-specific experiences to assist the Company in executing successfully on its growth plan. In addition, these individuals have also committed the necessary funding to buttress our capital base, which in turn affords us an opportunity to undertake an aggressive acquisition and consolidation posture over the next 6 to 12 months.
Here is a bulleted list of what has transpired and what the Company has accomplished over approximately the previous 6 months:
As of October-2006, Clear Choice Financial now has...
An exceptionally competent management team and board of directors in place, each bringing to the Company their respective expertise in Sales Management, Marketing, the Capital Markets, and Human Resources, in addition to extensive knowledge of the Financial Services Industry;
Nearly 120 talented individuals that makeup the total resulting personnel of Clear Choice's wholly-owned operating subsidiary, known for the time being as Bay Capital;
Built up a core support group comprised of a number of prominent investors who are supporting the Company through two key measures, which are:
a. Enhancing Clear Choice's stature and corporate visibility
among institutional groups in the U.S. and within the
capital markets as a whole;
b. Sustaining Clear Choice's working capital needs for the
next 6 to 12 months, so the Company can effectively
execute on an aggressive acquisition/consolidation
campaign;
Completed its primary acquisitions of both Bay Capital and subsequently Allstate Home Loans, resulting in the establishment of an operating business strategically positioned nationwide with headquarters in key markets on both coasts;
Restructured and re-aligned this primary operating business so it now offers wholesale and retail mortgage products and services through its growing number of company-owned as well as company-affiliated branch offices;
Through these initial acquisitions has gained accreditation and is licensed to perform mortgage brokering activities in 44 of 48 states nationwide;
Reported unofficially for September-2006 a loan volume of $25 million to $35 million.
In addition to what has been accomplished, Clear Choice Financial is currently implementing the following activities and expectations for the Company:
Through the recent streamlining and restructuring of its operating business, Clear Choice has begun a new era for the Company and its talented mortgage brokers and support staff, one that will involve:
a. Growing its sales force to bring in increased business as
well as resurrect business that may have gone astray;
b. Improving the Company's offices and facilities as a whole
in order to attract a higher caliber of personnel as well
as client, enhance Clear Choice's corporate visibility,
and create an environment that is conducive to positive
word-of-mouth and an enhanced reputation in the industry;
c. Changing the mindset and upgrading the expectations of
everyone now participating as part of the Clear Choice
family.
Through the many changes and renovations implemented recently, Clear Choice has laid the foundation for this "upgrade in mindset", transforming the attitudes of all within the Company as well as those that comprise the retail and institutional investment audience following Clear Choice's growth and development, resulting in a much-enhanced, public image of Clear Choice -- both the mortgage company and the publicly traded CLRC stock;
Continue to execute on an aggressive acquisition plan over the next 6 to 12 months, a campaign that Clear Choice feels it can not afford to lose pace on due to the nature of the mortgage industry right now, and the estimated $3 trillion worth of loans that will be up for refinancing in the next 3 to 5 years. Clear Choice is currently looking at acquisition targets that are -- as a whole -- responsible for nearly a billion dollars worth in loan volume every month;
Remain open-minded in the area of expansion down the road, especially into synergistic activities that may present themselves by the way of Clear Choice's involvement and presence in the greater financial services space.
In conclusion, I would like to personally thank all of those individuals that have participated positively in the restructuring process here at Clear Choice, as well as those investors that have stuck with the Company through its transition, and welcome aboard all those new investors now holding shares in and supporting the emerging Clear Choice Financial.
Sincerely,
Mr. Chad Mooney, President and C.E.O.
That's $3/share and the pps is now .23, OUCH. Can the company get the pps back up???
On August 14, 2006, Clear Choice Financial, Inc. (the “Company”) entered into a Stock Purchase Agreement with its President, Mr. Stephen Luke, for the purchase by the Company of 5,952,245 shares of the Company’s common stock held by Mr. Luke (the “Shares”). The purchase price for the Shares is $2 million, which is payable to Mr. Luke as follows: (a) $500,000 upon the initial closing, which is scheduled for September 1, 2006 or earlier, and (b) three successive $500,000 payments to be paid by the Company to Mr. Luke every 90 days thereafter (so 500k was due Dec 1st). In connection with the Stock Purchase Agreement, Mr. Luke tendered his resignation from the Company, effective immediately, and the Company and Mr. Luke delivered mutual releases of any and all claims by either party against the other.
Concurrent with the execution of the Stock Purchase Agreement, the Company also entered into a Stock Pledge Agreement between the Company and Mr. Luke, which granted to Mr. Luke a security interest in the Shares in order to secure the Company’s payment obligations under the Stock Purchase Agreement. The Stock Pledge Agreement contained standard terms and conditions for an agreement of its kind.
Item 1.02 Termination of a Material Definitive Agreement
Pursuant to the terms of the Stock Purchase Agreement, described under Item 1.01 above, Mr. Luke will cause that certain Lease Agreement, dated April 1, 2004, as amended, between Shalimar Offices, LLC and the Company, with respect to the premises located in Tempe, Arizona, to be terminated as of December 31, 2006, thereby releasing the Company from any future obligations thereunder, including payment obligations. Mr. Luke is the manager of Shalimar Offices, LLC and owns all of its outstanding interests. There are no penalties for early termination.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The discussion set forth under Item 1.01 is incorporated herein by reference. As part of the terms and conditions of the Stock Purchase Agreement, the Company is obligated to pay Mr. Luke as follows: (a) $500,000 upon the initial closing, which is scheduled for September 1, 2006 or earlier, and (b) three successive $500,000 payments to be paid by the Company to Mr. Luke every 90 days thereafter. The company’s payment obligations are secured by a pledge of the Shares but Mr. Luke is not limited to this as a remedy and may seek specific performance. (lets hope they are paying this guy)
Nov tax loss selling so they could re-enter lower in early Jan from the Dec tax loss sellers??? amd/or did they miss the 12/1/06 500g payment to the ex-CEO ???
12/4 is monday. 12/1 was friday, so the sell-off was began before the payment date. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
The discussion set forth under Item 1.01 is incorporated herein by reference. As part of the terms and conditions of the Stock Purchase Agreement, Mr. Luke tendered his resignation as President of the Company, effective August 14, 2006. Mr. Luke is no longer an officer, director or employee of the Company.
-------
Clear Choice Financial, Inc. (OTCBB:CLRC - News), a financial services company specializing in mortgage refinancings and new home loans, announced today that it has made significant progress in its early development and is now pursuing additional acquisition and consolidation targets to fulfill its long-term growth strategy. Following the Company's acquisition of Bay Capital Corp., an established mortgage broker based out of Owings Mills, Maryland, and the subsequent consolidation of Irvine, California-based Allstate Home Loans into Bay Capital, Clear Choice Financial has just recently completed all of the necessary restructuring of its primary operating subsidiary, as well as addressed issues related to the previous board and its capital structure, enabling the Company to move forward with its updated business plan and growth objectives.
According to the Company's newly appointed Chief Executive Officer, Mr. Chad Mooney, "With all issues related to and resulting from decisions made by the previous management and board now addressed, we can move forward with our revised business plan and rather aggressive growth strategy, and develop this Company into an established, nationwide mortgage broker and mortgage bank that services the soon to be thriving refinancing sector of the mortgage industry." With Clear Choice's consolidation of Bay Capital and Allstate Home Loans, its operating subsidiary, which has assumed the Bay Capital name for the time being, Clear Choice now has locations on both coasts in what are essentially the key markets, and is now licensed to do business in 44 states.
Mr. Mooney continued, "With most of the Company's essential components now in place, and the fact that Clear Choice now operates on both coasts through Company-owned and Company-affiliated branch offices, all under the Bay Capital name, we felt that the timing was right to release this update on recent activities and highlight our ongoing growth strategy via the following Letter to Shareholders, and subsequent "bullet point" summary:
OCTOBER 6, 2006
Dear all Shareholders of Clear Choice Financial, Inc.,
The past few months at Clear Choice have been challenging but rewarding. Your new Board of Directors and Management, comprised of Andrew Formato and Larry Eiteljorg as Directors and myself as President, CEO and a Director, felt it was appropriate to apprise you of our recent accomplishments and explain where Clear Choice stands currently, and where we are headed.
The individuals involved in the day-to-day operations, as well as a core group of investors that have continued to support us throughout our restructuring, have expressed their continued support for the long-term and have pledged to commit their respective expertise and industry-specific experiences to assist the Company in executing successfully on its growth plan. In addition, these individuals have also committed the necessary funding to buttress our capital base, which in turn affords us an opportunity to undertake an aggressive acquisition and consolidation posture over the next 6 to 12 months.
Here is a bulleted list of what has transpired and what the Company has accomplished over approximately the previous 6 months:
As of October-2006, Clear Choice Financial now has...
An exceptionally competent management team and board of directors in place, each bringing to the Company their respective expertise in Sales Management, Marketing, the Capital Markets, and Human Resources, in addition to extensive knowledge of the Financial Services Industry;
Nearly 120 talented individuals that makeup the total resulting personnel of Clear Choice's wholly-owned operating subsidiary, known for the time being as Bay Capital;
Built up a core support group comprised of a number of prominent investors who are supporting the Company through two key measures, which are:
a. Enhancing Clear Choice's stature and corporate visibility
among institutional groups in the U.S. and within the
capital markets as a whole;
b. Sustaining Clear Choice's working capital needs for the
next 6 to 12 months, so the Company can effectively
execute on an aggressive acquisition/consolidation
campaign;
Completed its primary acquisitions of both Bay Capital and subsequently Allstate Home Loans, resulting in the establishment of an operating business strategically positioned nationwide with headquarters in key markets on both coasts;
Restructured and re-aligned this primary operating business so it now offers wholesale and retail mortgage products and services through its growing number of company-owned as well as company-affiliated branch offices;
Through these initial acquisitions has gained accreditation and is licensed to perform mortgage brokering activities in 44 of 48 states nationwide;
Reported unofficially for September-2006 a loan volume of $25 million to $35 million.
In addition to what has been accomplished, Clear Choice Financial is currently implementing the following activities and expectations for the Company:
Through the recent streamlining and restructuring of its operating business, Clear Choice has begun a new era for the Company and its talented mortgage brokers and support staff, one that will involve:
a. Growing its sales force to bring in increased business as
well as resurrect business that may have gone astray;
b. Improving the Company's offices and facilities as a whole
in order to attract a higher caliber of personnel as well
as client, enhance Clear Choice's corporate visibility,
and create an environment that is conducive to positive
word-of-mouth and an enhanced reputation in the industry;
c. Changing the mindset and upgrading the expectations of
everyone now participating as part of the Clear Choice
family.
Through the many changes and renovations implemented recently, Clear Choice has laid the foundation for this "upgrade in mindset", transforming the attitudes of all within the Company as well as those that comprise the retail and institutional investment audience following Clear Choice's growth and development, resulting in a much-enhanced, public image of Clear Choice -- both the mortgage company and the publicly traded CLRC stock;
Continue to execute on an aggressive acquisition plan over the next 6 to 12 months, a campaign that Clear Choice feels it can not afford to lose pace on due to the nature of the mortgage industry right now, and the estimated $3 trillion worth of loans that will be up for refinancing in the next 3 to 5 years. Clear Choice is currently looking at acquisition targets that are -- as a whole -- responsible for nearly a billion dollars worth in loan volume every month;
Remain open-minded in the area of expansion down the road, especially into synergistic activities that may present themselves by the way of Clear Choice's involvement and presence in the greater financial services space.
In conclusion, I would like to personally thank all of those individuals that have participated positively in the restructuring process here at Clear Choice, as well as those investors that have stuck with the Company through its transition, and welcome aboard all those new investors now holding shares in and supporting the emerging Clear Choice Financial.
Sincerely,
Mr. Chad Mooney, President and C.E.O.
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