Form 8-K In addition to filing annual reports on Form 10-K and quarterly reports on Form 10-Q, public companies must report material corporate events on a more current basis. Form 8-K is the “current report” companies must file with the SEC to announce major events that shareholders should know about.
The instructions for Form 8-K describe the types of events that trigger a public company's obligation to file a current report, including any of the following:
Section 1 -- Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement Item 1.02 Termination of a Material Definitive Agreement Item 1.03 Bankruptcy or Receivership
Section 2 -- Financial Information Item 2.01 Completion of Acquisition or Disposition of Assets Item 2.02 Results of Operations and Financial Condition Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Item 2.05 Costs Associated with Exit or Disposal Activities Item 2.06 Material Impairments
Section 3 -- Securities and Trading Markets Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Item 3.02 Unregistered Sales of Equity Securities Item 3.03 Material Modification to Rights of Security Holders
Section 4 -- Matters Related to Accountants and Financial Statements Item 4.01 Changes in Registrant's Certifying Accountant Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
Section 5 -- Corporate Governance and Management Item 5.01 Changes in Control of Registrant Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans Item 5.05 Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
Section 6 -- Reserved (for future use)
Section 7 -- Regulation FD Disclosure
Section 8 -- Other Events Item 8.01 Other Events (The registrant can use this Item to report events that are not specifically called for by Form 8-K, that the registrant considers to be of importance to security holders.)
Section 9 -- Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits
Companies have four days to file a Form 8-K for the events specified in the items in Sections 1-5 and 9 above. However, if the issuer is furnishing a Form 8-K solely to satisfy its obligations under Regulation FD, then the due date might be earlier. (Issuers with questions concerning compliance with Regulation FD should consult with counsel or the SEC’s Division of Corporation Finance.)
You can find a company’s Form 8-K filings on the SEC’s EDGAR database. We have posted information on our website on how to use the EDGAR database. For more information, you may wish to read answers to Frequently Asked Questions about the implementation and interpretation of the Form 8-K items, produced by the staff of the Division of Corporation Finance.
When they formally started the new company, Will they issue each of us a certificate of the value of shares we hold, which should be $2.17-$2.2 each, or they just maintain the value as market is?
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You probably have to request a certificate and if you get one it wo'nt have a fixed value attached to it. It will be worth whatever the market is at the time you sell it or hold it.
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quote:Originally posted by DIGDOUGH: Russian girls will be smuggled in for party!
That is so wrong.
How about Russian Vodka and Caviar? Smuggling of persons is not only criminal, but also immoral, cruel, inhumane, degrading, and offensive in nearly every possible way.
I'm just messing with you, but in all seriousness that is not a cool thing to joke about.
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does anyone have any prediction on when we will hit $1.35+ ?? what will it take to get back to these levels? some numbers from the new company? a move to the otc-bb? any response is appreciated, and purl i wouldnt mind hearing your response also if you dont mind. and nobody say monday we hit 1.35 cuz it aint happening.
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quote:Originally posted by DIGDOUGH: Russian girls will be smuggled in for party!
That is so wrong.
How about Russian Vodka and Caviar? Smuggling of persons is not only criminal, but also immoral, cruel, inhumane, degrading, and offensive in nearly every possible way.
I'm just messing with you, but in all seriousness that is not a cool thing to joke about.
can't anyone take a joke these days???? DIG I thought it was funny man, people are so uptight these days...LOL
-------------------- Success is having the time and money to enjoy all of life's wonders...
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I received a email from Parkin about the restricted shares. His response is: "It is not possible to have a freetrading share that becomes restricted!"
If anyone wants the email to check its authenticity let me know and I'll be glad to forward to you......
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tom c. thats a good question. I was wondering in Jun of 2005 when the pps would reach the $3.50 value that nord said it was worth at that time with those available assets. Now we are struggling to get to $2.20. The advantage to this is we don't need as high a pps and shortly we should learn of much more assets than our previous situation. So the odds are getting better and if I could answer your question maybe I would be a billionaire. But hopefully Monday!
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Uptick Repo is right, if they change their ticker or they merge and make a new company then they can restrict the shares. Period. Happened to me at jphc and that is why i am out of this until I can read the 8k see what the final plan is and then make an informed decision as to what to do with my cash. TMAN...
-------------------- In the end, trust only yourself when trading stocks.
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Here is the email. Take it for what it is worth..
-----Original Message----- From: Gérald T. Parkin [mailto:parkin*monimpex.com] Sent: Friday, May 12, 2006 3:22 PM To: Shiver, David Subject: [I] RE: Share Value
It is not possible to have a freetrading share that becomes restricted! I understand peopls concern about shares being restricted --that is why we issued a press release stating the shares issued to the North West shareholders will be restricted.
-----Message d'origine----- De : Shiver, David [mailto:dshiver*eastman.com] Envoyé : 12 mai, 2006 10:52 À : Shiver, David; parkin*monimpex.com Objet : RE: Share Value
Greetings Gerald, Any chance on a PR today, shareholders are selling because I feel they do not know what becomes of their shares, as the last PR scared a lot of them with the word "restricted".
"does anyone have any prediction on when we will hit $1.35+"
These are my opinions.
A prediction of this type is impossible. None can predict such a wide gap; .75 up to 1.35 per.
Any claims made of this nature, traders or company, should be instantly dismissed as false.
There are myriad factors, Tom, which effect share price. The most important factor is trader perception. Some call this "the market." People out there, the traders, have the most control over prices. De facto, traders set and regulate prices. Market Makers have some effect but not as much as many think. Our markets would behave just the same without Market Makers.
Until now, speculation and pumping have effected prices. Level headed traders are now in control. Trader perception will be effected by company performance, profit, potential and news releases.
This week's fifty percent loss in value is a direct reflection of trader perception. Do not be fooled by claims of rising prices with this upcoming merger announcement. Current prices are already adjusted for that announcement. Good traders consider all factors and add or subtract these in their trading prices.
My personal projection for next week, and mine is just that, a personal projection, is prices will continue to slowly slip. I expect to see prices in the .65 to .70 range. There might be a slight upward blip with merger announcement because the pump & dump people will jump on this and fool people into buying. Later, level headed traders will take over and prices should resume a mild downward trend.
None can accurately project beyond five days.
Financial status greatly effects trader perception. NDOL is bordering on losses / breakeven. I would assume losses. Much of their numbers conflict and best case, based on their numbers, is they are barely breaking even.
North-West is zero sum. Traders cannot factor in any effect of merging with the subsidiaries of North-West; absolutely nothing is known about the financial status of this company.
There is a hint of their overall oil production which is low compared their claim of worth. Their barrel per year number is far too low to support a claim of a billion dollar worth. Again, none know the actual value of North-West so tradition dictates they be assigned zero sum; no value.
Many events will need to take place to bring prices up to your 1.35 goal. Investor mistrust is extreme. Trust will need to be established. NDOL is not impressive, financially. NDOL will need to release a very good financial filing. North-West keeps their operations concealed. Until they make full disclosure, North-West has a very negative effect on prices.
In simple terms, level headed traders must see some good financial numbers, verified and filed, before there will be any significant upward trend in share prices.
All of these improvements will take months, maybe as much as six to nine months, maybe more. I would not expect significant changes in prices for a very long time.
What could change this, suddenly, is release of very good news which is credible. So far, news released has only caused serious damage and has called into question the credibility of all this.
For comparison, look at CNR which is about the same price as NDOL. I have a thread, today, on CNR which provides a SEC link to their financials. You will note CNR is significantly more valuable than is NDOL, yet share prices are fairly close.
IVAN would be another good one to compare. Worth a bit more, share price is higher, but IVAN will give you an idea of true company worth.
Your 1.35 per share, my opinion is you will not realize this for quite some time.
I would like to be wrong. I would like to see all make good profits. Nonetheless, I do not expect much of this NDOL deal, for now.
Just be careful to not fall for wild claims and be careful to do your own thinking. Never allow others, self included, to think for you.
quote:Originally posted by Purl Gurl: I did not write this stock is a pump and dump but will do so now. I wrote many known pump sites are pumping this stock and many in this thread are very clearly pumping this stock. I also wrote behavior of management is typical of a pump and dump scheme. Many warning signs are apparent and many ignored those warnings.
I now write this is a pump and dump stock being confirmed today by pr news. Not only did management of this company initiate this panic selling, they also added confusion and fear with conflicting news; they screwed up.
Bottom line is management, through their written statements, have made it clear their intent is to drive share price up and this is their only concern. This confirms a pump and dump scheme.
Purl Gurl
__________
Why do you continue to make predictions about this stock? Why do you continue to post here? You have stated very clearly this stock is a "pump and dump scheme".
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Tman: would you please give us a detail "say" on your experience on JPHC, I checked the chart, it trades at $0.0002 ps. I don't want my NDOL investment down from $1 ps to $0.001 or less.
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I thought I already explained to tom c.. I said monday, because he asked us not to. I thought it was funny. Yep no predictions, just good news.
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NDOL must have a whole different way of interpreting business than some here. They are putting a lot more clout in this merger deal than one or two of us here are.. Everything is just speculation right now, no matter what any body says and how many words they use to say it. According to the rules that I read, Nord has 4 days to file the 8k so it should'nt be long till I can see it.
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