Appears to me that the acquisition has not occurred yet...there has not been a shareholder meeting to vote on it...
also, wouldn't they have to file with the SEC to issue the additional shares? As well as document those shares in the 10-Q?
Seems to me that none of this has happened yet.
When it does happen, from what I read, TCLL has the right to buy 120 mil of the stock back. The other 90 mil is vested and would be issued to N2J shareholders over the course of 4 years starting january 2007...
Posts: 2741 | From: Seattle | Registered: Feb 2005
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posted
This did gap this AM, and it was on a run....then the carpet got yanked out when it went restricted. Why did it go restricted? That will give us the answer. I have no clues. I wasn't watching the LIIs but I was tracking the buy/sells. I didn't see anything unusual. From open to 1046 there were some pretty big buys but I still don't see a reason for restricting it.
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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There is a pop up advertisement that keeps interfering with allstocks, it's starting to get on my nerves.
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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posted
I would encourage all to call and see what you can find out about the restriction from your brokers.
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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quote:Originally posted by BooDog: I would encourage all to call and see what you can find out about the restriction from your brokers.
I think I am going to do that.
The restriction would explain why the volume suddenly dried up, and the price was taken down by small orders for the remainder of the day...
Posts: 2741 | From: Seattle | Registered: Feb 2005
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We are continuing our negotiations to acquire N2J Limited, a United Kingdom limited company. The Letter of Intent (LOI), dated April 14, 2006, we entered into with N2J expired on May 15, 2006 but we expect to execute a new LOI before August 31, 2006. In the event we acquire N2J, we will have a broader platform of markets to sell our products. We believe N2J’s ability to liberally conduct trading from the United Kingdom will provide synergies of our current subsidiaries, as their network of purchasers and suppliers will now only be enhanced. We believe that this acquisition will significantly accelerate future profitability
************************************************
In regards to help clarify the N2J merger .....
Upon review of the original N2J merger as stated in 2005 TCLL 10K ... Included is an N2J merger proposal on behalf of shareholders in consideration by the TCLL Board of Directors as submitted by TCLL Attorney Kevin Woltjen on 4/21/06 ....
*Please review and show your support on behalf of TCLL shareholders
----- Original Message ----- From: Kevin Woltjen To: Angel Corporation Cc: neilpursell*aol.com ; James Reed Cell Sent: Friday, April 21, 2006 1:24 PM Subject: RE: Tricell Inc (TCLL) ... Updated Proposal to shareholders to be voted upon ...
Michael, Tricell’s board of directors will consider the below, and I have forwarded Tricell your post on investorshub.com which provides a bit more elaboration behind your proposal.
Best regards,
Kevin Woltjen Woltjen Law Firm 4144 North Central Expwy., Suite 410 Dallas, Texas 75204 Telephone: (214) 742-5555 Facsimile: (214) 742-5545
(1) Transfer all (TCLL) 100 million Authorized Preferred Stock, .001 par value, .....into Class A Preferred Stock (* A-Shares) .....with a value of one (1) Class A Preferred Share .....equal to ten (10) Common Stock Shares.
(2) Reduce 100 million Authorized, .001 par value, .....Class A Preferred Stock (*A-Shares) .....into 30 million Authorized, 001 par value, .....Class A Preferred Stock (*A-Shares).
(3) Allow TCLL Board of Directors to transfer all their Common Stock .....into Class A Preferred Stock (*A-Shares) .....with a value of ten (10) Common Shares .....equal to one (1) Class A Preferred Share (* A-Shares)
(4) Purchase N2J Acquisition as described in *Exhibit A.
Consideration: Tricell will acquire 100% of N2J from the N2J Shareholders in exchange for 21 million preferred class A shares* (the “A-Shares”) of Tricell’s equal too 10 X Tricell common stock shares *(the " Shares). The N2J Shareholders will split the A-Shares equally at 5.25 million A-Shares apiece.
Issuance Dates: Tricell will issue 16 million of the A-Shares on the closing date of the N2J acquisition. Tricell will issue the remaining 5 million A-Shares on January 1, 2007.
Put Option: 12 million of the A-Shares (“Put A-Shares”) will be subject to put options (“Put Options”). The Put Options provide each N2J Shareholder the unilateral option to put, or sell, to Tricell 375 thousand Put A-Shares each month for a period of 8 months following the execution of the SPA (“Put Option Period”), for a total monthly repurchase of 1.5 million Put A-Shares by Tricell. However, the Put Options will be available only if N2J satisfies the N2J Profit Requirement.
In order for the N2J Shareholders to exercise their Put Options during the Put Option Period, N2J’s profits for the exercise month must meet or exceed $1.5 million (“N2J Profit Requirement”). However, N2J may satisfy this N2J Profit Requirement subsequently by achieving aggregate net profits such that each completed month of the Put Option Period averages at least $1.5 million in profit per month. Therefore, in the event N2J does not meet the N2J Profit Requirement in any month during the Put Option Period, the N2J shareholders’ right to exercise their Put Options will be reduced on a pro-rata basis. However, when and if the N2J Profit Requirement is subsequently met, the N2J Shareholders will regain any and all Put Options that had previously been reduced.
In the event the N2J Profit Requirement is met and each N2J Shareholder exercises the Put Option for said month or any prior month where the Put Option was not exercised, Tricell will be obliged to repurchase for each month of the Put Option Period 1 million Put A-Shares at $1.10 per Put A-Share. If on December 31, 2006, N2J total net profits are less than $18 million, the N2J shareholders will return to Tricell the corresponding percentage of the Put Shares equal to the proportion of total N2J Profit Requirement not met. Net profits shall equal, for purposes of this Agreement, the gross revenues of N2J, as an operating subsidiary of the Company, from the sale of products less (a) cost of goods sold, (b) rent and utilities, (c) direct labor and salary costs, (d) cost of internal accounting and bookkeeping, and (f) repayment of any financing incurred specifically to allow for the purchase of goods. The parties expressly agree that all intergroup management charges will be excluded from the net profit calculation.
The determination of whether the N2J Profit Requirement has been met will be based upon N2J monthly financial statements. Each N2J Shareholder shall have 30 days following the last day of each month during the Put Option Period to notify Tricell that, pending confirmation that the N2J Profit Requirement has been met, the N2J Shareholder intends to exercise his Put Option for that month. While Tricell is obligated to repurchase shares during each month the N2J Profit Requirement is met, the N2J Shareholders are not required to exercise their Put Options.
Sales of Non-Put Shares: The N2J Shareholders shall be eligible to collectively sell 9 million non-Put A-Shares as long as they remain in the employment of Tricell on each of the following vesting dates:
(i) Twenty five percent (25%) of the non-Put A-Shares .....shall vest on January 1, 2007;
(ii} Twenty five percent (25%) of the non-Put A-Shares ......shall vest on January 1, 2008;
(iii) Twenty five percent (25%) of the non-Put A-Shares ......shall vest on January 1, 2009; and
(iv) Twenty five percent (25%) of the non-Put A-Shares ......shall vest on January 1, 2010.
In event Tricell undergoes a change of control, the non-Put A-Shares will vest immediately.
* The A-Shares shall be issued pursuant to an exemption from registration under the Securities Act of 1933 (the “1933 Act”) and from registration under any and applicable State securities laws. The certificates representing the A-Shares shall bear the restrictive legend set forth in Rule 144 of the Regulations of the 1933 Act and appropriate legend required under applicable state securities laws. The A-Shares will not be available for transfer or resale for a period of twelve months
* The A-Shares shall hold a transfer value of or equal to 10 X common stock.
In process of transfering the approximate 30% of Common Shares that are owed by Directors in the O/S into A-Shares ... it would reduce the Common Shares from 101m to approximate 70m Common O/S.
After the N2J 100% Merger is complete within 8 mths there would be approximate 12.5m Class A Preferred Shares O/S of the 30m A-Shares Authorized for future Mergers and Acquitions ...
In regards to the N2J dealing as is and was valued for purchase by Tricell. This proposal I have submitted would be in the best regards to Tricell Shareholders and the Board of Directors. After studying Tricell filings I have come to the conclusuion the Board of Directors are qualified for Class A with comparison to common shareholders.
TCLL Directors should be allowed to transfer common shares into Class A Preferred Stock (*A-Shares) (1) Class A Preferred share equal to (10) Common shares ...
In regards to this N2J merger proposal, it would help the shareholders by reducing the Outstanding Share count of Common Stock along with giving Board of Directors more protection of any Assets brought into the company for strong book value. N2J is a private company therefore it should fall into a differant class upon merger to protect the Assets the owners bring into the company. The owners of N2J are being paid very well for the company whose Revenue may exceed Tricell Revenue of $662m yr and N2J in probable has +net earnings exceeding $18m yr or $1.5m a month. N2J is being bought with the profits from N2J and it is being paid for contigent to N2J meeting +profit performance of $1.5m a month or $18m +net profit after cost are reduced from revenue on 12/31/06. The put A-shares issued are a form of collateral that are bought back by Tricell and the non-put A-shares give the four N2J Board of Directors equal control of Tricell Inc along with TCLL CEO Andre Salt's current share ownership.
Signs Letter of Intent to Acquire N2J STAFFORDSHIRE, England, April 25 /PRNewswire-FirstCall/ -- Tricell, Inc. (OTC Bulletin Board: TCLL) announces that it signed a Letter of Intent ('LOI'), pursuant to which it has agreed to acquire N2J Limited, a United Kingdom limited company ('N2J'). The letter of intent was executed by Tricell, N2J and the N2J Shareholders on April 14, 2006, and requires that a definitive acquisition agreement be executed and submitted for approval by Tricell's shareholders at the 2006 annual meeting. The LOI was filed, and is available for review, as an exhibit to Tricell's Form 10-K for the year ended 2005.
Tricell believes the acquisition of N2J will not only allow Tricell to increase revenues by expanding Tricell's exporting capabilities from the United Kingdom, which is N2J's trading niche, but more importantly increase its profit margin since N2J's export trading operations allows for a higher profit margin than Tricell's operations
Posts: 26 | Registered: Jul 2006
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posted
Oh...I know it's not a pink...I was just using them to get the filing...sometimes it seems as if their site is just busy or something...I will grab the filing later...I'm hopin maybe some others will also take a look at it... one of the things I wanted was the os and float...
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards! Posts: 8890 | Registered: Jan 2006
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10of13 ... Investor web sites have not been updated yet like Nasdaq Thomson Financials & Quotemedisa who supply data to investor sites like Yahoo and Capitol IQ & Morningstar .. they haven't even upgradedfrom last filing or are reflecting the .07 eps ..
TCLL board of directors have not been representing the company to the investment community yet .. when I talked to Pres Reed months ago it sounded like they wanted 2 quarters on the books before they went forward with a very professional IR firm in representing the company with a full package and updating data to all investment sites .. They had a meeting in NY about a week ago that looks like a very professional IR firm is going to be representing the company near term .. Pres Reed also mentioned they wanted a firm to represent them to institutional buyers ...
Posts: 26 | Registered: Jul 2006
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of the 21.4m float .. Alan Gelfand who brought the company public 3 years ago says that approximate 12m of it he knows are in friendly hands and going long with price targets well over $1.00 pps .....
Posts: 26 | Registered: Jul 2006
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posted
Talked to Ameritrade Broker and he said there where no restrictions today and there are no restrictions at all on the open market trading of TCLL ....
He also said that you can not Short Sell any OTCBB & Pinksheet stocks thru Ameritrade ...
The only one's who he knows of that are allowed to short a OTCBB & pink are MM's and he heard rumor that was also in process of changing whereby no one can short a stock trading under a dollar and it has to be marginable ...
Posts: 26 | Registered: Jul 2006
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posted
I think we are closer to the answer than we think. Rules about filing shares transfered / sold/ bought, if they violated this then they would be restricted right? I need time to read the Q closer and compare it to the may financials. someone screwed up somewhere.
Cool angel. Maybe it was just a Scottrade thing, which would add to the question of why this didn't do better today. I'll still research more.
Oh and the soxobank pop up is pissin me off!
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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posted
its not just buy restrictions angel.. i dont beleive that.. when such restrictions exist.. atleast for scottrade.. i know you could call them immediately and place your order with them for no extra charge.. IMO there is a little more to it.. possibly shorting.. what is the basis for shorting in otc/pinks..
several reasons such as private placements, managements ability to obtain shares at cheaper prices than market through issue of warrants.. some old transactions which might not be very obvious in recent filings.. so on and so forth.. tcll has always been a mystery to me for past 4 months.. I wanted to buy it desperately when it was trading below 0.25.. but was disappointed by its pendulum swings between 0.22 and 0.32.. when will breakout occur??? I shall wait for breakout to occur, since I would for sure know that stock is on uptrend before I actually leap into it. breakout is bound to happen, if not today then tomorrow.. but what I am interested in knowing is.. why is the breakout not happening NOW!!!
-------------------- Gagged n Burried!!! Posts: 135 | Registered: Aug 2006
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boo.. scottrade has been consistently having this problem.. just on friday.. it had problem with gdvi.. and have to add.. looks like my firefox browser blocks the "soxobank pop up"
-------------------- Gagged n Burried!!! Posts: 135 | Registered: Aug 2006
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maybe my kids messed with my settings. Thnx gagged.
Yep...they did LMAO
it's saxobank. And when I try to quote someone it pops up. Not everytime but almost.
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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posted
I'm just wondering.... is this where we start digging up the dirt we should have found on the 1st go round but chose to overlook it?
"As of June 30, 2006, we had not engaged in any currency arbitrage or hedging activities, although we may in the future." - TRICELL INC: 10-Q, Sub-Doc 1, Page 16
And - about scottrade, even though they say the restricted list is to aid in protecting us the “bankruptcy” stuff may have added to it - TRICELL INC: 10-Q, Sub-Doc 1, Page 10 and I know Purl posted that earlier.
The thing is ... these guys are cooking with the right grease - TRICELL INC: 10-Q, Sub-Doc 1, Page 15 - kinda like others they are paving their own way and very smartly. That is the key that put me onto this stock in the first place. And will keep me with it. | long term this looks great |
got pool chemicals on me... more in a few. All in all It just could be a british exchange trying to mingle with the SEC rules and they just mangled when they should have mingled. The NJ2 acquisition looks good. So I'm still shootin blanks.
[ August 21, 2006, 19:48: Message edited by: BooDog ]
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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posted
I can't find any dirt either boodog. After last quarter's financials, Purl seemed to be digging for dirt and didn't find much of anything either. Boy would I like to have her opinion right now...
I think it is just the fact that this microcap market is absurd sometimes. POS bankrupt, shell, scam, etc., companies can release fluff PR's about turning lead into gold, curing aids, and making pocket sized atom splitters, and they shoot up xxxx%...
companies like TCLL release solid #'s and they stagnate...makes no sense...which is why I was reminded again today to not fall in love with penny stocks, make my money, and never look back...
yet, with this stock, I want to hold, and probably will...
Posts: 2741 | From: Seattle | Registered: Feb 2005
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posted
I was looking back in this thread..and there is no mention of this from anyone that was in since last filing... kinda odd...most of them are great at pointing these things out...but it almost seems as if this didn't come to be....
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards! Posts: 8890 | Registered: Jan 2006
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posted
Skip .. I really like the looks of the volume in price chart ....
Very strong volume buys at .35 today with a new base from the .30 last month ...
.35 is the new base ...
I know a few who sold on the highs today after they had bought between .23 to .30 and they all seem to be telling me they are looking for a new entry point now ...
The shareholder list went from 160's to 208 today .. that's pretty good for an unknown stock who hasn't even been reprenting themselves to shareholders and has only been putting out SEC filings with occasional 10Q pr's ...
I have been digging around now for awhile like Alan, Joe, Guru, Jan and others have and keep finding better and better stuff going to come forward in the future and being quiet about it accumulating shares when I can ... strange the trading platform isn't any good yet with no IR and they are in UK but I think I am turning bias in favor like I know too much already and starting to really like the company and directors ... 1st company in a long time that I feel good about .. I can really work with these guys and the business model has a powerful future in international trade ....
posted
In the last filing there was info about the Proposed Acquisition of N2J Limited I was looking to see if it was mentioned earlier in the thread...I didn't see it mentioned...but I may have missed it
quote:Originally posted by T e x: 10 of References writes: "and there is no mention of this from anyone"
what's "this" refer to?
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards! Posts: 8890 | Registered: Jan 2006
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As far as I can see, the acquisition would be a positive move. $18mil in net income added to the bottom line would look very nice. After reading the details a few times, it looks like the issuance of any shares would take place over time, and would not necessarily be of a dilutive nature. And, as far as I can see, this issue has not been voted on yet by shareholders, so, whatever happens with that *shouldn't* be a factor at this point...
Yet, I think we are all putting this under the proverbial microscope because we just can't believe that TCLL is STILL trading at the .30 level! We can try to rationalize it all we want, but, I just don't think there is a definitive answer or reason for it...
Posts: 2741 | From: Seattle | Registered: Feb 2005
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quote:Originally posted by skip: Thanks Tex, I was wondering that, too...
As far as I can see, the acquisition would be a positive move. $18mil in net income added to the bottom line would look very nice. After reading the details a few times, it looks like the issuance of any shares would take place over time, and would not necessarily be of a dilutive nature. And, as far as I can see, this issue has not been voted on yet by shareholders, so, whatever happens with that *shouldn't* be a factor at this point...
Yet, I think we are all putting this under the proverbial microscope because we just can't believe that TCLL is STILL trading at the .30 level! We can try to rationalize it all we want, but, I just don't think there is a definitive answer or reason for it...
ANYTHING you're not flipping once in a daytrade *should* get the microscope treatment... rationalize nothing--get the facts.
That being said? remember the rule of thumb about channeling...
The only neg I have found..and I am not real sure that it would be that negative...was the 2 companies(subs) that declared...chapter 11 I think that it was...but that really shouldn't keep it from running...
There have been many times that I have seen half way decent financials and the PPS goes down...never understand it...
I only have a small position left and am going to continue to watch... hopefully once the "news" really hits the public eye it will slowly start to climb...and will continue it's upward trend....let's see what the week brings...
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards! Posts: 8890 | Registered: Jan 2006
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quote:Originally posted by skip: I think it is just the fact that this microcap market is absurd sometimes. POS bankrupt, shell, scam, etc., companies can release fluff PR's about turning lead into gold, curing aids, and making pocket sized atom splitters, and they shoot up xxxx%...
lol... enjoyed reading this analysis.. add making automobiles running on fusion energy to the list!!!!
-------------------- Gagged n Burried!!! Posts: 135 | Registered: Aug 2006
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posted
So many good things on TCLL, and it has to go down alot from opening price on a record breaking earnings report. Well, at least it sayed 5% over for a start. http://quote.barchart.com/texpert.asp?sym=TCLL
posted
Only thing I can guess is they messed up on their options FASB 123's or something along those lines. Minor tech. Still no news. berlin exchange is showing no volume at all. Haven't checked the other rexchanges. On hold here myself.
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
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posted
have had nearzero time to follow the markets lately so maybe i'm just way behind and this is a dumb question, but - a strange thing going on with this stock.
tried to enter a buy order in for some more TCLL very early this morning and then again just now, but - i can't. with scottrade, i get this message:
"CR1: Buys are not allowed for this security. Please call your local branch to place the order."
i'm confused...can someone who's had more time to follow this one explain or summarize what's up?
Posts: 1698 | Registered: Mar 2004
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quote:Originally posted by blue_in_MI: have had nearzero time to follow the markets lately so maybe i'm just way behind and this is a dumb question, but - a strange thing going on with this stock.
tried to enter a buy order in for some more TCLL very early this morning and then again just now, but - i can't. with scottrade, i get this message:
"CR1: Buys are not allowed for this security. Please call your local branch to place the order."
i'm confused...can someone who's had more time to follow this one explain or summarize what's up?
Some others are reporting that Scottrade put an online order restriction on TCLL due to a sudden surge in activity yesterday (volume I assume)...you have to call in, but same commission on the trade...
Boodog may have better insight, but that is the jist of it...
Posts: 2741 | From: Seattle | Registered: Feb 2005
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