bob, that 55% to 45% ratio gives control to the TSE. When this transaction is completed we will no longer be so dependent on the OTC. Jack may have done this on purpose. The two exchanges trade in tandem. The PPS on one exchange is supposed to stay close to that of the other. We could conceivably use the TSE to pull the OTC, kicking and screaming, up. The preferred shares can be used for further acquisitions without changing the balance of power back to the OTC. Would that be a thing of beauty.
Common Shares (Fully Diluted) 54.0 Million - Promax
Management & Directors 20.0 Million - Promax
Figures are from presentation on Promax site, 2001
Slide 2 of 13
The Dominick & Dominick November 2001 report pro forma with Endeavour shows insiders owning 16.5 million shares (51%) and share capital of 32.4 million. We have 32.4 million shares but need 45 million shares to reach our 45% of 100,000 shares. I think that is why Jack said “common shares on a pro rata basis exchangeable on at least a one-for-one basis for the issued and outstanding shares of Aspen and ProMax at a record date to be determined.” He may have to forward split us. We seem to be minus 12.5 million common shares. Unless the figures I have are wrong. Could be a forward split and dividend. Preferred shares usually mean a dividend but that is not written in stone. The forward split is the only way I could think of how we can get 45 million shares when we only have 32.4 million. Do we still have 32.4 million or is the number higher? The TSE shows 30,635,803, even better.
We might get a chance to test Stephen Taylor’s premise.
Excerpt from Dirty Tricks in US OTC Bulletin Board Stocks
A special report by The Taylor Group
The observations in this piece come from hard won experience. Much of my business is in smaller growth and venture companies, but almost all of it is US exchange listed, NASDAQ or Canadian stocks. I conduct very little OTC BB business these days except for my specialized 144 and restricted share business as well as some unsolicited trading for clients. I almost never recommend BB stocks to clients - almost all of my venture business is in Canadian stocks. Why? Because I (as well as most everyone else in the brokerage industry) consider the OTC BB to be the most corrupt stock market anywhere - certainly in North America.
Some estimates say 50% of OTC BB volume is related to fraudulent activity. My observations and experiences lead me to believe the number is probably closer to 70%. This is not to say that 70% of the companies on the BB are frauds - there absolutely are some good, honest companies traded there. Instead, I believe 70% of the trading volume is circumspect. Yes, there are good, honest companies listed on the BB. However, they typically don't trade as much as the hyped or "pumped and dumped" shares, which is why so much of the trading volume is questionable.
I also want to say that OTCBB traded stocks that are listed (and regulated) elsewhere, such as overseas or in Canada, and generally not included in the following discussion. This is because the are more closely regulated by their home authorities and most of their volume is conducted on exchanges elsewhere. Many of them are traded on the OTCBB in order to comply with US Blue Sky Laws which allows US brokers to more easily trade their securities. In fact, I encourage foreign issuers register their stock in the US, even if it is only the Bulletin Board. This is especially true of Canadian companies, where filing the required paperwork can do wonders in helping to grow their shareholder base in the States. So, if you own a foreign company, such as a Japanese or Canadian stock which just happens to be OTCBB traded, then most of this discussion does not apply to you or your shares.
Why is the Bulletin Board so corrupt? Because it is an almost totally unregulated market. The mechanics of the OTCBB are very different from every other market around. Individual investors have many misconceptions about the OTCBB, and many assume it is similar to NASDAQ. That is not at all true. For instance, the SEC's NASDAQ "Order Handling Rules" which were designed to give the small investor better executions for stock trades DO NOT APPLY to OTCBB securities. If you are active in OTCBB stocks, I highly recommend that you educate yourself in the nuts and bolts of the market. The OTCBB itself publishes a good source of good, basic information but naturally does not talk about the dark side of the market. That is something most investors only learn from experience.
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