Dr Bill, Tree Top did put out a merger approval PR on 11/06. Interestingly, Mike King is the IR for Tree Top (as I predicated his involvement in the deal). There still is the financial audit hurdle and TTII is saying they will release the results of each audit information as its processed.
FYI, The Auditors group the work by business cyles. There are 4 of them - Revenue & A/R, Expenditures & Payable, Conversion (Producton) & Payroll, Investments & Financing etc. So we should have some confirmation of the revenues coming out first. Assuming of course that David Reichman, unlike his predecessor, is a man of his word.
Tree Top Industries, Inc. Announces Majority Shareholder Approval to Complete Merger and Asset Roll-up and $25,000,000 SB-2 Shelf Registration with the SEC Monday November 6, 2:02 pm ET
NEW YORK--(BUSINESS WIRE)--Tree Top Industries, Inc. (OTCBB: TTII - News) announced today that it had completed the tabulation of the shareholder vote following the October 17, 2006, shareholders meeting in Las Vegas. David Reichman, Tree Top Industries, Inc. President and CEO, stated, "We are pleased to announce that a majority of our shareholders have voted "Yes" to the merger and assets roll-up with Grifco International, Inc. (Pink Sheets: GFCI - News) on the following four agenda items:
Majority Approval 'Yes' to Item 1:
1. To approve an amendment to the Company's Articles of Incorporation to increase the number of authorized shares of common stock, par value $.001 from 75,000,000 shares to 350,000,000 shares of common stock par value $.001 and 50,000,000 preferred shares par value $.001;
Majority Approval 'Yes' to Item 2:
2. To approve an amendment to the Company's Articles of Incorporation by changing the name of the Company from 'Tree Top Industries, Inc.' to 'Universal Energy Holdings, Inc.';
Majority Approval 'Yes' to Item 3:
3. To approve the August 18, 2006, Agreement and Master Plan of Asset Roll-up and Forward Merger of Subsidiaries Together with Plan of Reorganization with Universal Energy Resources, Inc. and Grifco International, Inc. and its affiliated oil and gas sector businesses through our newly formed merger subsidiary 'Universal Energy & Services Group, Inc.';
Majority Approval 'Yes' to Item 4:
4. To approve the Company's application for listing on the American Stock Exchange in 1Q07 or as soon thereafter as we may be qualified."
Reichman summed up the proceedings, "Now that a majority of our shareholders have approved our business agenda, our audit team will begin to complete the necessary financial audits of the roll-up assets in accordance with the rules and regulations established under Sarbanes Oxley and the Securities and Exchange Commission.
"As each asset component is audited we will report the results to our shareholders. In anticipation of the completion of the audits, we will prepare a $25,000,000 shelf registration on Form SB-2 to be filed with the SEC before the end of the year. The proceeds of the registration will be used to finance the roll-up of assets. The completion of the audits is expected sometime in the 1Q07.
"As we move forward with the SB-2 registration, we will be discussing with a number of broker dealers and placement agents with respect to the syndication of the offering."
Forward-Looking Statements
Any statements that are not based on historical fact are forward-looking statements. Although such statements are based on management's current estimates and expectations, and currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain. We, therefore, caution the reader that there are a variety of factors that could cause business conditions and results to differ materially from what is contained in our forward-looking statements. For a description of some of the factors which may occur that could cause actual results to differ from our forward-looking statements, please refer to our 2005 Form 10-K, and in particular the discussions contained under Items 1 - Business, 3 - Legal Proceedings, and 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations.
Contact: Princeton Research, Inc. Mike King, 702-650-3000 (Investor Relations)
1) I think that Mr. Dial is still in control and hasn't sold out. He will approve the FVF as controller of Majority Shareholders of Grifco, Inc. (a Nevada corporation). Mike King is still involved - if Tree top had assumed control they would use their own minion.
2) TTII can't make a $25 million offering without prospects to tout. Even a cynic can see that the merger will go through just to keep the game alive if nothing else.
3) I don't see any evidence of massive GFCI stock dilution - the kind you would see if stock sales provided Grifco's sole income. Then logically Grifco must have some money coming in from operations. Therefore I think there are real assets and revenues. My guess is that they net $2 million a year.
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