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SDEP (.08) Announces Corporate Developments and Reorganization Plans

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NJ_TOAD Member Level  Wednesday, 05/23/07 12:05:03 PM
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SDEP (.08) Announces Corporate Developments and Reorganization Plans

Market Wire "US Press Releases "

BURNABY, BRITISH COLUMBIA -- (MARKET WIRE) -- 05/23/07 -- Further to its news release of April 16, 2007, The Spice Depot, Inc. (PINK SHEETS: SDEP) (the "Company") announces developments in its reorganization and transition to a fully operational company.

After substantial consultation, the board concluded that the Company's capital structure had diluted ahead of its corporate development (capitalization had expanded to in excess of 33 million shares) and required a reverse split to enhance capital value so that finance and development could be achieved in accordance with projected growth plans. The Company determined that the lower scale of a reverse split of 4:1 was appropriate both because the major stockholders wished to minimize perception by stock holders of diminished value to their investments (including that of major stockholders who have invested about $1,200,000 at $0.30 and would see their cost base rise to $1.20 with this reverse split) and a larger reverse split requirement was avoided because the major stockholders agreed to invest new money of approximately $750,000, in addition to finance by new investors (thereby matching new investors). The reverse split of 4:1 has been approved by resolution of major stock holders, has been filed with the NASD and is anticipated to be effective May 28, 2007.

In addition, the Company's series "A" preferred shares have been approved by major shareholders for reverse split of 10:1 (to take effect simultaneously with commons reverse split) and the performance conversion formula has been substantially tightened up to permit only one common share conversion for each dollar of net before tax profit of the Company. Post reverse split, an additional 2,075,000 preferred shares have been issued or authorized for issuance.

Major shareholders and the board have approved post-reverse split financing of $1,500,000 for convertible promissory notes to units at $0.20 (with a warrant exercisable at $0.50 for an additional share) and major stock holders have agreed to convert their previous advances (of approximately $200,000) at such price for an increase in company finance capital of approximately $1,700,000, of which $1,050,000 is received in treasury and the remainder is anticipated by month end. Post reverse split and upon conversion and receipt of all finance the issued common share capital of the Company will be approximately 18 million common shares and series "A" preferred share capital will be approximately 2,400,000 shares. The Company has also approved repricing of the existing warrants of the Company issued to previous investors to $0.50 post reverse split and has extended their term by 180 days. The Company has also formed a contractual relationship with Connect Capital Ltd. and Connect Corporate Communications Inc. for various public company support services and such companies have been responsible for approximately half of the above mentioned finance.

Upon completion of finance it is the intention of the Company to apply for fully reporting status in the US and to make application for listing on a more senior exchange. The Company anticipates that improvements to its web site and improvements to its shareholder communication capabilities will be implemented in the next few weeks.

The Company is pleased at the increasingly rapid corporate developments which have been enabled by the new energy, financial commitment and expanded management capability effected by the reorganization of the Company. The Company has fully initiated its partnered Asian production capabilities and has sent funds to complete bottle molding facilities. The Company expects that full production of Company products will be effected at the Asian facilities in the next 90 days. This full implementation of production will permit the Company to substantially reduce its product cost and to fully implement its pricing model.

Sales of the Company's products are advancing rapidly and they are now being offered in four major chains. With the Company's substantial increase of finance base it expects it can now fully implement its marketing program and anticipates growth of sales to achieve up to $300,000 per month during the next couple of quarters.

The Company wishes to thank its shareholders for their support and patience as it evolves into this new phase in its development. The Company believes that it is on a solid footing for development and hopes that shareholders will be gratified by developments during the next six months as management rolls out its production and marketing plans.

Forward Looking Statements:

This release contains "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21B of the Securities Exchange Act of 1934. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions or future events or performance are not statements of historical fact and may be "forward looking statements". Forward looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Forward looking statements in this action may be identified through the use of words such as "expects", "will", "anticipates", "estimates", "believes", or statements indicating certain actions "may", "could", or "might" occur.

Contacts:
The Spice Depot, Inc.
Toll Free: 1-800-960-2341
Email: investorinfo@thespicedepot.ca
Website: www.thespicedepot.com




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