TCHL: Withdraws Form SB-2; $10.5M PIPE: Private Equity Line
Tuesday , August 08, 2006 14:28 ET
Tech Laboratories, Inc. has requested withdrawal of its registration statement on Form SB-2, File No. 333-117899, which was filed with the SEC on August 3, 2004. The reasons for the withdrawal are as follows: the Company was required to restate its financial statements as the independent auditor for the Company was not registered with the Public Company Accountants Oversight Board; the Company subsequently ceased its previous business operations and is currently looking for another business opportunity; and no sales of any of the Company's securities have been completed. The Registration Statement has not been declared effective by the Commission. The registration was filed in connection with the Company's private placement announced in June 2004.
Posted by will on :
The witdrawl of that SB2 that was originally filed in 2004 appears to be a clean up filing. There's a PRE14C filed that is requesting a vote to increase the A/S from 195M to 3B. TCHL is a shell, I'm sitting on some freebies, maybe they're getting ready to do something in terms of filling the shell. Had a call into Donna Silverman, CEO, she never returned my call.
Posted by Jonus on :
Getting some action could go today.
Posted by moremula on :
trending up slowly.
Posted by will on :
I have no way of KNOWING, but this looks very curious to me. Curious in a good way. TCHL is a shell. Those last couple of filings just might be pointing to filling the shell. There's no way to know for sure, but they do seem like clean up and posturing for it. Something is going on, been quiet a long time, not that a shell has much to say. Filings, price and volume, jiggling lately. Your guess is as good as mine.
Posted by BooDog on :
IMO there is so much resistance the RSI will bounce from the top very quickly. Looks like a nice squeeze comming in from 6 months out to 2 months and then almost nothing on the 10 day, fast stoch is already max. Looking in the dragons throat on this one IMO. I'll keep it on my radar to see what happens but looking to go into .0007 land.
Posted by will on :
Not to be offensive or a wise ass, but I have no idea what you just said. Seems a little cryptic. I'm imagining looking down a dragon's throat isn't a prudent thing to be doing, but the rest of it requires chart smart to English interpretation for me to understand.
Posted by BooDog on :
Sorry will. Looking at the charts this is going down, with some action where it appears to be a bounce, but IMO it is nothing more than settling with people trying to average out on the swings. This to me looks to be heading to tank into 000? land. Filings do not promote any growth potential. Best to watch it and see what it does. The dragons throat thing was me imagining to buy a few k and watching it go up in smoke.
Posted by will on :
I don't disagree. I probably wouldn't consider buying over .001. Sitting on some freebies from last run. I understand filings do not MAKE a run down here, but can and do support them. Like I said earlier, there is no way of knowing, but this has been laying as an open shell for sometime. The withdrawl of an old, obviously not executed SB2, and the scheduled meeting to increase A/S, makes me believe Ms. Silverman might have found a suitor.
Posted by BooDog on :
You've been doing this longer than me will. I like looking for potentials of at least 50% or better, this for now for me has way too many red flags. I was thinking in around .0007 with an alert set at .0009 so i could re-evaluate.
Posted by will on :
I understand. I am not even looking at this as a play. The numbers I look at aren't even near what I consider a run candidate. What I am looking at are those filings. They just seem curious to me. Again, this is an empty shell looking to be filled. Sometimes that can spell big profits. I've seen some do tremendous. and others fizzle. It's a weird process involving mergering, or reverse mergering, reverse splitting, blah blah blah. Someone more experienced will have to expain it to me, but I have seen shells EXPLODE when filled. That is the angle I am looking at this from right now, More of a hope and a prayer as opposed to fact or a play. Sorry I didn't make that clearer.
Posted by BooDog on :
no problem Will. My rule book for picking pinks is not cut and dry that's for sure. I shouldn't even be playing pinks but I just can't help myself! As far as the SB goes look at 2005. In the end what has changed? I usually don't even post on these unless I see something worth posting about. Musta just been in the mood. Anyway, good luck.
watch this bounce to .2 tomorrow now. LMAO
[ August 31, 2006, 22:32: Message edited by: BooDog ]
Posted by will on :
Not much has changed for this at all. In the last year it had two runs, both begiining about .002. The first saw it hit .013 and fall back to the .002. Then it bounced around allowing me to flip for freebies, and then a group ran it to .0062, allowing for profit, then another dip to around .003 again and a bounce back to .006, and now down in the .001X. It's a piece of crap, but if she, Donna Silverman, CEO, finds a suitor and fills the shell it can and will go. In no way am I suggesting this as a play right now. I have no doubt your chart skill and abilitiy has made the proper short term assesment of this pig.
Posted by Jonus on :
ARCA been scarfing em up lately. Keep on radar she's just may blow.
Posted by will on :
I knew something was up. Think they aren't serious about filling this shell now?
Tech Laboratories Inc (OTCBB: TCHL) Thursday's market went down 7.69% to $.0012 per share with a total of 3,838,834 shares traded.
On Nov 14, 2005, Tech Laboratories, Inc., announced that it has signed a letter of agreement to acquire World Rentals and Sales, LLC (WRS). World Rentals and Sales has the franchise rights for rental equipment stores under the name of one of the world's largest heavy equipment manufacturers in the Miami-Dade, Broward and Monroe County MSA (Metropolitan Statistical Area) the fourth largest MSA in the Unites States with 2005 spending of $11.6 billion. "We believe the acquisition of World Rental and Sales presents a real opportunity to create value for our shareholders," said Donna Silverman, chairman of Tech Laboratories, Inc. "Their principle trade area is experiencing explosive growth and offers an outstanding market for construction and construction equipment rental. According to FW Dodge, construction spending in South Florida from 2001 to 2005 was $56.8 billion."
Tech Laboratories, Inc. does not have significant operations. It seeks a merger candidate for the purpose of a merger. Prior to June 2005, the company was engaged in the manufacture, marketing, and sale of electronic switching units using the DynaTraX technology for network management and security. Pursuant to a settlement agreement and release, Tech Laboratories transferred all of its assets, including DynaTraX technologies and product lines to the settlement parties in July 2005. As a part of the agreement, the company holds a seven year license in the transferred technology, pursuant to which it would have the right to sell the products developed from the DynaTraX technology as a dealer to its customers. The company would also receive a royalty of 5% of the profits per year for the sale of DynaTrax products. Tech Laboratories was founded in 1935 and is headquartered in Haledon, New Jersey.
Posted by will on :
I bought more early at .0012,I would try the Bid now if I weren't in already. Sometime they are generous filling on the Bid.
Posted by will on :
Someone paid attention.
L2's thin.
Any volume will see it GO !
.0015
Posted by BooDog on :
Looks like it just needed that last dip eh will? They get a good pr now this could really run good. Solid buys yest.
[ September 12, 2006, 05:57: Message edited by: BooDog ]
Posted by will on :
Well Boo, I was fortunate, or unfortunate enough to catch it at .0012, time will tell.
I KNOW there is a company meeting set for Sept. 22.
I SUSPECT if they intend to announce the filling of the shell that might be the good PR you mentioned that could make this "really run good".
quote:Originally posted by BooDog: Looks like it just needed that last dip eh will? They get a good pr now this could really run good. Solid buys yest.
Posted by Grail7 on :
Posted by will on :
Jiggling, I sure am hoping for BIG news here !
Posted by will on :
BUMP
More information and DD here, as opposed to "volume alert, getting some action"
Posted by thefenway on :
This is getting reading to jump i can feel it.... I am so innn..
Posted by will on :
Posted: Mon Oct 30, 2006 11:58 am From another BB :
capstar Moderator
Joined: May 18, 2003 Posts: 284 Nice pop Friday (10-27) in TCHL...the target shell Advantage Capital (AVCP) will be Reverse Merging into ~~ CHART: http://stockcharts.com/def/servlet/SC.web?c=tchl
AdvCap says RM paperwork should be filed in the next few Biz days...and to look for an S8, 8-K and News...AVCP has an active/ongoing Biz Development plan...but was held back by it's inability to move from PinkSheets to the OTCBB...After two years fighting SEC, NASD...this RM will resolve that issue...Of interest is a $7M Settlement debt against the former Co...whose PinkSheet shell Advantage Capital now occupies...That $7M debt shows-up in AVCP's filings...BUT will NOT be carried forward by Advantage Capital when it RM's into TCHL...
Advantage Capital's value has not diminished...except on paper with the addition of the $7M Settlement debt...and that will disappear off the books with the RM...When it first came on the Market two tears ago...AVCP traded in the .45-.80 range...but w/BB listing probs and settlement debt...stock price took a nose dive...AdvCap says they've been busy with moves on their BizPlan...and cites TIXC as one of their successful portfolio Co's ~~ CHART: http://stockcharts.com/def/servlet/SC.web?c=tixc
Let's get down to brass tacks...this whole operation is fueled by Cornell Capital/Montgomery Securities...who supply the $$$ for Advantage Capital's Biz Investments...and also holds debts that must be covered in the TCHL shell...From their DEF 14C...TCHL is prepared to register an aggregate of 1.3B shares to settle their Cornell/Montgomery debt...It is MY OPINION the TCHL share price was let to erode/shorted to it's current price in anticipation of the debt conversion...and would expect'em to run the stock at some point after the conversion (a la CYOS)...
To that end I've taken a 5% position in AVCP (20M OS)...and 1.5% in TCHL (195M OS)...Be advised TCHL approved an increase in AU from 195M to 3B (for debt conversion)...AND to expect a RS ~~ BUY / ACCUMULATE
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On October 23, 2006, Jamie Agins resigned from her position as a member of the Board of Directors of the Company. Such resignation was not due to any disagreements with the Company on any matter relating to the Company's operations, policies or practice. On October 23, 2006, Raphael Rosingana, Esq. was appointed to the Board of Directors of the Company to fill the vacancy created by the resignation of the previous director.
Raphael Rosingana, Esq. has acted as the Company's Chief Securities Compliance Officer since October 3, 2005. The California-based Rosingana has been a practicing attorney for the past 33 years. As our Chief Securities Compliance Officer, Mr. Rosingana has provided high-level monitoring of all matters that pertain to the securities of the Company on a daily, weekly and monthly basis. Mr. Rosingana, who has extensive experience in many facets of the law and accounting, is currently the managing partner and majority shareholder of Rosingana & Associates which he has operated since 2004. In such capacity, he is a trial lawyer in a four attorney real estate and construction civil and business litigation practice. Mr. Ronsingana has been a practicing attorney in the State of California for over thirty years handling an assortment of business, corporate, litigation and securities matters. Aside from an in-depth knowledge of securities law he has also served on the Board of Directors of several companies. He is an honors graduate of both Golden Gate University School of Law in San Francisco and San Jose State University where he earned his undergraduate degree.
Advantage Capital Development Corp. (PinkSheets: AVCP)
OVERVIEW ~~ Advantage Capital is a business development Co which operates specifically to meet the needs of small and emerging Co's that need capital to grow...Business deveopment Co's, as defined under the Investment Act of 1940, are specifically designed to encourage the growth of small businesses...The rules provide certain financing advantages for Co's that invest in small and emerging businesses..As a result, this will include investing in both public and privae entities using certain types of debt equity financing not normally available to other public Co's....
Advantage Capital's financing activities are carefully focused on three major categories of Investments: 1) Investments in existing small public Co's in the form of secured convertible debentures in the $200K to $750K range with an acceptable exit strategy... 2) Investments in private Co's than can be incubated and then spun-off into independent or stand alone publc Co's, also with an acceptable exit strategy... 3) Special situation investments in either private or public Co's that are secured and opportunistic...
The Co has elected to pursue what it believes to be an opportunity within the market for meeting the short and medium term financing needs of small private and public Co's...It's well positioned to meet those needs by utilizing a variety of financing structures while trying to acheive returns in excess of risk adjusted market returns...
SHARE STRUCTURE (2/10/06) ~~ * 5B Authorized * 23 M Outstanding 4M Float * per Pacific Stock Transfer
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS RESIGNATION OF DIRECTOR
On October 31, 2006, the board of directors of Tech Laboratories, Inc., a corporation organized under the laws of the State of New Jersey (the "Company"), accepted the resignation of Michael Abri as a member of the board of directors effective October 31, 2006.
APPOINTMENT OF DIRECTOR TO BOARD OF DIRECTORS
On October 31, 2006, the board of directors of Tech Laboratories, Inc., a corporation organized under the laws of the State of New Jersey (the "Company"), pursuant to written unanimous consent, appointed Craig Press as a member to the board of directors of the Company effective as of October 31, 2006.
From 1996 to the present, Mr. Press has been the vice president and head of operations for Georal International, Corp. and AJR International, Ltd., both located in Whitestone, New York. His responsibilities include the oversight and management of day to day operations of both company's employees, its sales, marketing, public relations and construction, of all of the company's products and services. Additionally, he is responsible for the day to day operations of the company's California facility and its personnel as well. Mr. Press also maintains control of the company's contacts with federal, state and municipal organizations as well as major real estate, banking and industrial corporations. Mr. Press is also a security consultant for anti-terrorism perimeter security, employee entrance and egress, fire, building and safety codes and negotiates all labor contracts with the New York City unions with which his company interacts.
As of the date of this Report, the Company does not have any contractual arrangements with Mr. Press.
damn I wish I saw this earlier.... didn't see it till just now on hot stock market dot com. Got some at .0023 but it was a beeaatttcchhh to fill... very slow.... that's a great sign chase it.... it's gonna go 2-3 days at least!
Posted by thefenway on :
Last Sale$0.0035 Change$0.0023 Bid Tick Change (%) 191.67% Bid$0.0032 Ask$0.0035 Volume16,770,726
Posted by pick em low on :
burp ahhhhhhh
GLTA I think this will be spectacular
Posted by pick em low on :
I bet the .005 wall is fake
Posted by hbomb on :
quote:Originally posted by pick em low: I bet the .005 wall is fake
I hope we'll soon find out...
Posted by pick em low on :
ya half hour left tomorrow AM should be goood..... we need some reverse merger news for a 2000% gain
Posted by Homersbud on :
Damn!
Tried to get some at 0023 but no fills and didn't feel like chasing (usually screws me when I do).
Congrates to whoever is playing!
004x0041 3x1
Posted by pick em low on :
there was a 10Q SB on pink sheets dot com but I can't read it some edgar pro thing u have to be a member of.... gotta check SEC site I guess
Posted by Superbee383 on :
Can't you open it right on pinksheets? I just did.. here's the link.. try again.. for the 10QSB:
I guess this dude Georal is on the board now and his company is one that does reverse mergers for their clients..... on the down side there may be Reverse Split coming, but not till December I hear from other boards.... and increase in Auth Shares (already approved in Sept)... but any Rev Merge would maybe make all that a moot point
Posted by will on :
R/S is 1 for 30, effective Dec 11. It's all on this thread. I been waiting since late August for this. Just aggravared they announced the R/S before the R/M or it would have really went. I been playing this stock for at least a year, it's been good to me.
Posted by pick em low on :
daytraders will get out at .004 all afraid of the .005 wall but those with orders in at .005 they put a long time ago will notice this and cancel their sells by tomorrow I bet....
later....
Posted by pick em low on :
a bit of a dissapointing close..... oh well
rock and roll tomorrow Wed
Posted by hbomb on :
DT's bailing big time...
Posted by hbomb on :
Closed at .0035
Posted by pick em low on :
1m share buy at .0036 though
Posted by pick em low on :
quote:Originally posted by pick em low: I guess this dude Georal is on the board now and his company is one that does reverse mergers for their clients..... on the down side there may be Reverse Split coming, but not till December I hear from other boards.... and increase in Auth Shares (already approved in Sept)... but any Rev Merge would maybe make all that a moot point
oops... got that wrong... Georal is a company that does entrance way security systems... like in airports and buildings, one of their VP's is now on the TCHL board... which is good... nothing to do with reverse mergers... I read the entrance security phrase wrong and thought it meant entering the securities market...lol
Posted by pick em low on :
but it is still a shell and a reverse merger must be what all the fuss is about.... need 42,000% like LFZA did LOL
Posted by bilgert on :
Sweet Jehovah will, this was another great one!
Posted by pick em low on :
je-hove-er? don't even know her!
Posted by will on :
Bilgert, when you see them cleaning up a shell it usually means something. This one was a little different because the dummies announced the R/S first, before the R/M, (if there will be one?). Makes no difference I was sitting on freebies, bought more at .0012, averaged in at .0008, and after today, sitting on free parking again. It took awhile, but the wait might be worth it. Think I'll take my freebies into until at least Dec. 8, unless they announce a R/M soon. It took faith to hold this long, I posted on 8/31/06 that I suspected something might happen. I have the same suspicians regarding RNVO now.
will Member
posted August 31, 2006 22:22 -------------------------------------------------------------------------------- I have no way of KNOWING, but this looks very curious to me. Curious in a good way. TCHL is a shell. Those last couple of filings just might be pointing to filling the shell. There's no way to know for sure, but they do seem like clean up and posturing for it. Something is going on, been quiet a long time, not that a shell has much to say. Filings, price and volume, jiggling lately. Your guess is as good as mine.
Posted by J_U_ICE on :
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS RESIGNATION OF DIRECTOR
On October 31, 2006, the board of directors of Tech Laboratories, Inc., a corporation organized under the laws of the State of New Jersey (the "Company"), accepted the resignation of Michael Abri as a member of the board of directors effective October 31, 2006.
APPOINTMENT OF DIRECTOR TO BOARD OF DIRECTORS
On October 31, 2006, the board of directors of Tech Laboratories, Inc., a corporation organized under the laws of the State of New Jersey (the "Company"), pursuant to written unanimous consent, appointed Craig Press as a member to the board of directors of the Company effective as of October 31, 2006.
From 1996 to the present, Mr. Press has been the vice president and head of operations for Georal International, Corp. and AJR International, Ltd., both located in Whitestone, New York. His responsibilities include the oversight and management of day to day operations of both company's employees, its sales, marketing, public relations and construction, of all of the company's products and services. Additionally, he is responsible for the day to day operations of the company's California facility and its personnel as well. Mr. Press also maintains control of the company's contacts with federal, state and municipal organizations as well as major real estate, banking and industrial corporations. Mr. Press is also a security consultant for anti-terrorism perimeter security, employee entrance and egress, fire, building and safety codes and negotiates all labor contracts with the New York City unions with which his company interacts.
As of the date of this Report, the Company does not have any contractual arrangements with Mr. Press.
this will rise again soon... post from another board
For those who don't understand what is happening here, the vice president and head of operations for Georal International was appointed to TCHL's board of directors, a very good sign that his company will be merging into TCHL...
From today's 10Q
On October 31, 2006, our Board of Directors, pursuant to written unanimous consent, appointed Craig Press as a member to our Bard of Directors effective as of October 31, 2006.
From 1996 to the present, Mr. Press has been the vice president and head of operations for Georal International, Corp. and AJR International, Ltd., both located in Whitestone, New York. His responsibilities include the oversight and management of day to day operations of both company's employees, its sales, marketing, public relations and construction, of all of the company's products and services. Additionally, he is responsible for the day to day operations of the company's California facility and its personnel as well. Mr. Press also maintains control of the company's contacts with federal, state and municipal organizations as well as major real estate, banking and industrial corporations. Mr. Press is also a security consultant for anti-terrorism perimeter security, employee entrance and egress, fire, building and safety codes and negotiates all labor contracts with the New York City unions with which his company interacts.
Posted by pick em low on :
LOL right back up like I thought!
the next LFZA burp
Posted by thefenway on :
nice I like it.. now can it break the .05 barrier?
Posted by pick em low on :
.05? lets break .005 first lol
hmmm 5000 share increments..... that's either bad cause they're "walking it up" to sell into.... or it's good like yesterday when they were only filling 5000 increments, and it took 4 min to fill cause of the demand and "thinnness"...
Posted by thefenway on :
I did buy a little bit more yesterday and it took forever to fill.
Posted by pick em low on :
I hate low volume dribbles sheesh.....
need reverse merger news then to 50c plus....
Posted by thefenway on :
hopefully this will open better then it closed yesterday......
Posted by hbomb on :
