UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
FORM 8-K
CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest reported): May 25, 2007
DealerAdvance, Inc. (Exact name of registrant as specified in charter)
Stronghold Technologies, Inc. (Former name of registrant)
Nevada 333-54822 22-3762832 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (IRS Employer Identification No.)
16801 Addison Road, Suite 310, Addison, Texas 75001 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 866-0606
Copies to: Richard Anslow, Esq. Anslow & Jaclin LLP 195 Route 9 South, Suite 204 Manalapan, NJ 07726 Phone: (732) 409-1212 Fax: (732) 577-1188
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 25, 2007, we entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC (collectively, the "Investors"). Under the terms of the Securities Purchase Agreement, the Investors purchased an aggregate of (i) $900,000 in callable convertible secured notes (the "Notes") and (ii) warrants to purchase 5,000,0000 shares of our common stock (the "Warrants").
Pursuant to the Securities Purchase Agreement, the Investors will purchase the Notes and Warrants in six tranches as set forth below:
1. On May 31, 2007, the Investors purchased Notes aggregating $150,000.
2. On the final business day of each of the five (5) months beginning in June 2007 and ending in October 2007, the Investors shall purchase Notes aggregating $150,000 each.
The Notes carry an interest rate of 8% and a maturity date of May 25, 2010. The notes are convertible into our common shares at the Variable Conversion Price (as defined hereafter). The Variable Conversion Price shall be equal to the Applicable Percentage multiplied by the average of the lowest three (3) trading prices for our shares of common stock during the twenty (20) trading day period prior to conversion. The Applicable Percentage is between 50% and 60% depending upon the status of the registration statement to be filed by the Company.
At our option, we may prepay the Notes in the event that no event of default exists, there are a sufficient number of shares available for conversion of the Notes and the Common Stock is trading below the Initial Market Price as adjusted. In addition, in the event that the average daily price of the common stock, as reported by the reporting service, for each day of the month ending on a determination date is below the Initial Market Price as adjusted, we may prepay a portion of the outstanding principal amount of the Notes equal to 104% of the principal amount hereof divided by thirty-six (36) plus one month’s interest. Exercise of this option will stay all conversions for the following month. The full principal amount of the Notes is due upon default under the terms of Notes. In addition, the Company has granted the investors a security interest in substantially all of its assets and intellectual property, excluding Camelot Studio Group and Camelot Film Group, as well as demand registration rights.
We simultaneously issued to the Investors seven year warrants to purchase 5,000,000 shares of our common stock at an exercise price of $.05.
The Investors have contractually agreed to restrict their ability to convert the Notes and exercise the Warrants and receive shares of the Company's common stock such that the number of shares of the Company's common stock held by them and their affiliates after such conversion or exercise does not exceed 4.99% . . .
View Entire Filing
Posted by 1000toaMil on :
WOW. 100% yesterday. Volume is huge. This is going high high high higher.
Posted by Zosyn on :
Up almost 30% today!
Posted by 1000toaMil on :
HTRE IS NEXT. Even lower float than this.
Posted by Jonus on :
Looking cheap down here today. Just snagged me a starter.
Posted by Jonus on :
Getting bid support anything under .001 is gift imho
Posted by Jonus on :
Bids coming this one had s8 almost done
Posted by Jonus on :
DOMS dont have many would like to kick his but lol
Posted by IMAKEMONEY on :
FROM .0006 TO .0055
Posted by wdcisco on :
DUDES, What do you guys think of a rumor board? Where we call companys that have not had a PR out for a while and ask them how soon a PR will be coming out? A week or a month and we update. Good damn money.
I was going to get in this last week due to a rumor..but I thought it was probably bogus...Damn I was wrong...I need a drink. -alex
Posted by Homersbud on :
I'm probably a moron, but I bought a few at 0043 EOD hoping for a gap. I don't see why this pos won't gap tomorrow considering the insane vol.
I had a chance at 0014 and didn't pull the trigger and I watched it trade all morning in the 002's and still didn't pull the trigger. Man, my trading skills are so pathetic.
Anyone who got in dirt cheap, please tell me your secret!
Posted by TopRob on :
Wow! I didn't see this one coming.
Posted by skip on :
quote:Originally posted by Homersbud: I'm probably a moron, but I bought a few at 0043 EOD hoping for a gap. I don't see why this pos won't gap tomorrow considering the insane vol.
I had a chance at 0014 and didn't pull the trigger and I watched it trade all morning in the 002's and still didn't pull the trigger. Man, my trading skills are so pathetic.
Anyone who got in dirt cheap, please tell me your secret!
watch for higher than average volume coupled with a takedown in price...
Posted by JimSC on :
Most big runs with more than 4X will gap up a few ticks than go down the next day.
See the chart of FFBU, the first week of this month.
Posted by Homersbud on :
Well this gap play has turned to sh!t. It's gapping down, of course. Just my luck
0035x0038 2x1
Posted by MoneyMoneyMoney on :
.0044 X .0047 right now...
up 15%
[Edit]
.0053 X .0054, up 30% however I wouldn't get too greedy...
gl
Posted by Homersbud on :
at 006 and I sold at the lod like an idiot for another loss. I have the be the only idiot who lost money on this play
Posted by MoneyMoneyMoney on :
quote:Originally posted by JimSC: Most big runs with more than 4X will gap up a few ticks than go down the next day.
See the chart of FFBU, the first week of this month.
JimSC has been around a while and pretty right on with stocks, I'd stick with his insight if I were you and the way you claim your doing.
Posted by gumzsa on :
Homersbud you have luck like me. LOL. Our negativity will turn positive soon.
Posted by HolyPennyMan on :
daytraders making money now and then this goes up then they start over
Posted by HolyPennyMan on :
best time to buy is now
Posted by IMAKEMONEY on :
Posted by IMAKEMONEY on :
EOD .0047
Posted by penniesindapit on :
This one is far from done guys! Want some DD, go visit that other website similar to this one!!
Huge PRs coming and a 10Q soon!
There's a ton of DD out on this one. Oh yeah, seen the website for Dealer Advance????
It is excellent!
80Million OS + Revenues up to 8 Million over next 4 months + OTCBB reporting company = HUGE PPS INCREASE.......this is only the START!!
EOD the purchasers were getting very very small partial fills........no one wants to sell....lol. Next PR and this breaks into PENNYLAND!
IMO.........
If your out, I'd get back in ASAP........MY OPINION ONLY THOUGH!!!
DealerAdvance Announces WebDA(R) Interface with Nokia(R)Last update: 11/19/2007 8:08:01 AMProjected Revenue TO EXCEED $15 Million ADDISON, Texas, Nov 19, 2007 (BUSINESS WIRE) -- DealerAdvance(TM), Inc. (DLAV), announced today that the Company has developed its new WebDA product to interface with the new Nokia 770 Tablet hand-held device. Steven Humphries, CEO, made the announcement today to investors with great excitement and anticipation. He commented, "The hand-held technology is what set DealerAdvance apart from all of the other CRM providers over the past several years, but was limited due to the server based technology and the inherit problems with wireless networks. Now with the new Nokia technology utilized in the 770 Tablet PC, dealers and their sales people will now be able to access WebDA from anywhere, anytime." According to Humphries, the new technology will be debuted at the NADA Convention & Expo February 9-12th, 2008 in San Francisco. Chief Information Officer Raj Sharma commented, "This new technology will make WebDA the most desirable CRM product on the market today." VP of Sales Dave Scaturro commented, "With the debut of this new product, we easily anticipate an additional three to five hundred new dealers to sign up for the product over the next twelve to eighteen months, representing $10-$18 million in revenue for the Company." WebDA(TM) is the next generation of DLAV's "CRM" application. The system is web based and is available at a fraction of the cost of the original Dealer Advance system. According to Humphries dealers that have utilized the original DealerAdvance(TM) system it has shown a 90% increase in captured customer data and a 30% increase in appointment setting. For additional information and a demo contact company VP of Sales Dave Scaturro at 214-866-0606 Ext. 103. DealerAdvance, Inc. () is an innovator in applying technology and the Internet along with process improvement methods to increase business efficiency and sales. The Company has developed an integrated technology called WebDA(TM) which, among many features, allows automobile dealers to capture a customer's purchasing requirements, customers and dealerships personnel to search inventory at multiple locations, locate an appropriate vehicle in stock and print out the necessary forms. Through an integrated CRM (Customer Relationship Management) application, the system sends detailed tasks for prospect and customer follow-up and produces management reports to measure compliance. DealerAdvance(TM) allows sales professionals to increase sales, improve customer follow-up, and reduce administrative costs. The statements contained in this press release that are not historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 ("the Securities Act"), as amended and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. In particular, the our statements regarding the anticipated growth in the markets for our technologies, the continued development of our products, the approval of our Patent Applications, the successful implementation of our sales and marketing strategies, the anticipated longer term growth of our business, and the timing of the projects and trends in future operating performance are examples of such forward-looking statements. The forward-looking statements include risks and uncertainties, including, but not limited to, the timing of revenues due to the uncertainty of market acceptance and the timing and completion of pilot project analysis, and other factors, including general economic conditions, not within our control. The factors discussed herein and expressed from time to time in our filings with the Securities and Exchange Commission could cause actual results to be materially different from those expressed in or implied by such statements. The forward-looking statements are made only as of the date of this filing and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. SOURCE: DealerAdvance(TM), Inc. DealerAdvance(TM), Inc., AddisonSteven Humphries, 214-866-0606 Ext. 106Copyright Business Wire 2007
Posted by kcool on :
Guys do you think this one is finished or is there scope for a quick profit?! Jus asking for opinions ... thanks ...
Posted by Homersbud on :
Weeeeeeeeeeeeeeeeee, out at 011!!!!!
Nice easy double!
Posted by Homersbud on :
quote:Originally posted by kcool: Guys do you think this one is finished or is there scope for a quick profit?! Jus asking for opinions ... thanks ...
kcool, always take some kind of profits on the way up! At least get your initial investment out and ride freebies.
It's hard to know when these plays are finished, but right now it looks like profit taking since it hit 01
Posted by IMAKEMONEY on :
Posted by BooDog on :
nice guys. Congrats!
Posted by IMAKEMONEY on :
AND BACK UP WE GO!!
Posted by HolyPennyMan on :
.011
Posted by Homersbud on :
wow, 015.
Posted by IMAKEMONEY on :
UP 330%
Posted by IMAKEMONEY on :
JUST MAY SEE OVER .02s
Posted by Homersbud on :
wow! I got some at * 015 and I thought I was stupid
Posted by Homersbud on :
02, oh man
Posted by mnvestor on :
this looks like 0.03 is possible today...congrats to those that were in early..
Posted by Fuzzy1018 on :
i had an order in at .01 then cancelled it now bought $1 worth at .02 lolz
Posted by Fuzzy1018 on :
its going crazy during lunch; imagine afterwards when there's even more buyers
Posted by jdiddy on :
Congrats!! Not to me of course..
Posted by Fuzzy1018 on :
I'm in so that means we'll go down now
Posted by IMAKEMONEY on :
Posted by wdcisco on :
WHEEEEEEEEEEEEEEEEEE!
Posted by Homersbud on :
Wow, nice comeback.
Posted by IMAKEMONEY on :
ONE MORE BOUNCE!!
Posted by IMAKEMONEY on :
GIVE ME .0198!!!!!!!
Posted by IMAKEMONEY on :
YES YES YES!!!!!!!!!!!!!!!
Posted by Homersbud on :
Nice close
Posted by IMAKEMONEY on :
VERY!!!!!!!!
Posted by FrankNitti on :
KILLER!!!!!
Posted by HolyPennyMan on :
cloesd at 2 cents
Posted by FrankNitti on :
DAYUUUUM!
And you know me, I seldom swear!
DAYYYYYUUUUUUUUUUUMMMMMMMMMMM!
Very nice day!
Posted by wdcisco on :
Wow this is so MUCH GAIN it doesn't even seem legit. I mean I get excited with a 25% gain but...Holy Sh!T...)This is a gift from the stock gods. I can't believe I didn't get in at .0005 when I heard the rumour, Damn it! I am getting in tomorrow..for a quick flipper. Good luck everyone!
Posted by wdcisco on :
If I put 1000. in at .0005 I would have 40k! HOLY SH!T!
Posted by gramlich on :
My a is hurting from kicking it all day. Out at .0043 back in at .0034 on Fri. I put in a sell at .0099 just for kicks. I looked this afternoon and I got my kicks lol col boo hoo
Posted by wdcisco on :
Same here gramlich.I am pissed....at myself lol!!
Posted by gramlich on :
I did ok but wtf a couple grand doesn't stop me from thinking I should have had double. Tom. This goes off and my but is not red but it is purple lol
Posted by IMAKEMONEY on :
30K
Posted by IMAKEMONEY on :
FLIPPING THIS POS!
Posted by FrankNitti on :
Out...
THANKS IMAKE!!!
GLTA!
Posted by Fuzzy1018 on :
good entry point coming imo
Posted by IMAKEMONEY on :
AGREED Fuzzy1018
Posted by Fuzzy1018 on :
im in at .0131
Posted by IMAKEMONEY on :
.0140
Posted by RWGATORBLUE on :
Wonder if all the money has been spent of this already? Is there anything left to move this again?
Posted by IMAKEMONEY on :
WILL SEE I JUST JUMPED SHIP!
Posted by Homersbud on :
Anyone still in? 0279 HOD. Geez
Posted by Seamonkey1959 on :
I am still in but I bought in at .0006
Posted by Homersbud on :
quote:Originally posted by Seamonkey1959: I am still in but I bought in at .0006
Whoa, nice one man! Can you give me some of those shares?
Congrats!
Posted by Seamonkey1959 on :
I have 1 problem Homer.I only had enuff money left to buy 1000 shares.I was hoping something else was gonna fly.So far I guess its an $8200 mistake.
Posted by Homersbud on :
quote:Originally posted by Seamonkey1959: I have 1 problem Homer.I only had enuff money left to buy 1000 shares.I was hoping something else was gonna fly.So far I guess its an $8200 mistake.
Doh! Seems like that's always the case! The least amount of money you throw into a stock, it moves up the most!
Posted by Seamonkey1959 on :
Oh well .60 turns into $45 by friday isnt so bad. I guess
Posted by Homersbud on :
quote:Originally posted by Seamonkey1959: Oh well .60 turns into $45 by friday isnt so bad. I guess
lol...pays for a turkey! Sucks the profit is so small, but at least it's something!
Posted by HolyPennyMan on :
closed .0245
Posted by Fuzzy1018 on :
DLAV nice dip to add today .014/.0145 right now
Posted by Fuzzy1018 on :
dips further .0122/.0125 down over 30%
Posted by EverGreen on :
maybe the reason is the new S8 x 14mil just filed
Posted by Fuzzy1018 on :
.0145/.015 now we hit .0175 just a bit ago then someone whacked
Posted by Bottomfeeder on :
glad I got out..bought in at 0006 for my only gain in almost a year
Posted by HolyPennyMan on :
A PR will be out by tomorrow Morning
Posted by mnvestor on :