A. G. Volney Center Inc.(fka AGVO)

[Huggy Bear]

Is anyone out there following this whatsoever? For some odd reason I still find myself intrigued by what is going on here and today I dug all into the shelf filing and prospectus from Nov 22, 2010.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7573148


All kinds of wierd stuff in this one. I have kind of prided myself on being able to snuff out what is really going on with a particular company by decoding all the filings, and I have had some relative success but this one really has me scratching my head. I am also thumping myself on the head as I post this wondering why in the hell am I spending so much time trying to figure it out? For some odd reason it fascinates me, and I can't quite conclude if this is a diamond in the rough or just chasing the dragon pipe dreams for a deep value investor such as myself.

I see one other person has bookmarked this board so perhaps you have been waiting for me to chime in, as I have been waiting to hear your input. Anyway, here is what I am taking away briefly from getting into that 125 page or so S-1 filing and prospectus.

Apparently, AGVO has applied to uplist to the NasdaqGM which is a brilliant move but I don't think they meet one very important requirement, unless there is an exemption I am unaware of. You need to have 400 shareholders of record, but as of Nov 16, 2010 there were only 75.

They have a shelf offering of 2M shares out there, a kind of secondary IPO IMO in the range of 13.50-16.50 per share with a target of issuing 2M more shares at 15.00 and another 300,000 options at the same price. The uplisting to the NasdaqGM hinges upon the successful completion of the shelf offering. Current O/S is 10M.

Executive options on common stock are pegged at 8.50/share, and that has been ongoing since 09 I believe as they take very little in the way of actual salary.

They changed auditors on Apr 27, 2010 and new auditor Friedman LLC has signed off on 2008 and 2009 numbers basically according to appendages, which means that 2010 eps numbers will probably be ratified around 2.30/share which is pretty impressive. And we are looking at roughly 100% growth for both 09 over 08 and now 10 over 09 so who knows how much growth could be occuring in 11.

Then again, I don't know how they can expect to issue 2M more shares at a minimum of 13.50 each when I calculate the current BV to be only about 3.23/share.

The last trade went thru for 1.84 on June 4 2010 from my notes but I forgot to make a note of how large a block. My bad there.

I really don't know what to make of this and I also don't know how to track if they have succeeded at all with this shelf offering until something else is made public. Also, is their anyway to skirt this 400 shareholders on record requirement to get listed on the NasdaqGM? Why in the hell would they waste the 100K or so to try when you only have 75 holders of record as of Nov 16 2010? Seeing all kinds of flags here, red and green. I feel like I'm trying to decipher a Tibetan prayer flag...


malc