quote:Originally posted by glassman: somethin' ain't right...
but it's the short-sellers that ain't right this time...
Who can short? I notice you're not limiting to Naked Shorts--which would be MMs, yes? (1)
So you're saying traders with offshore accounts, hedge funds, and the rare individual trader who can persuade a broker to allow him/her to short pennies? (2)
re the pps after the merger: since the pps per audited assets determines the pps, is the irs reg talking about the pps on the COMPANY'S BOOKS and financial statements, or the pps on the market. this makes a huge difference to those of us who are merely trading shares. i don't know. what is your read on this ?
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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posted
Well 66inxs, Tex and I are still not agreed as to what the pps will be based on. I am trying to find IRS information explaining this tax free reorganization stuff.
-------------------- "I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell Posts: 4190 | From: Rhode Island | Registered: Mar 2006
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aren't those all pennies... you can hire a market maker DIRECT if'n you got the cash, can't you PG?
"we just spent a few hours ..." hence, my post...verifying last known, good, etc... re that "department"
Perhaps it's not obvious... am not trying to prove my *foregone conclusion*... anyone who believes so is referred to posts early on, which haven't changed all that much...
bottom line? I can't flip, right now. If I could, woulda flippin hell from this one... If I can get something solid on the 368 deal, I would love that--not only for me
posted
all the irs is concerned about as well as GAAP is the pps in the owners equity section of the books to obtain the audited earnings/loss per share, etc. as we know the pps in the market changes tick by tick so it could never be pinned down. regardless of what the pps becomes on the acquiring company's books, what they and/or us will receive for it will be an entirely different matter. i will do research on this on the aicpa site and report back. MAYBE what these guys are doing is talking about the book value of the stock, people read market price into this and the market price jumps for no solid reason. JMHO. lets figure this one out together for sure. TIA.
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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quote:Originally posted by 66inxs: question for tex and/or doniboy:
re the pps after the merger: since the pps per audited assets determines the pps, is the irs reg talking about the pps on the COMPANY'S BOOKS and financial statements, or the pps on the market. this makes a huge difference to those of us who are merely trading shares. i don't know. what is your read on this ?
lol, sorry to be "demanding," but can you *PUH-Lease* post confirmation that "pps per audited assets determines the pps" in regards to the 368 regs?
in response to your question i believe that irs code 368(a)(1)(c) covering a type C reorganization basically covers this transaction. the irs is concerned about how the acquiring corp reports any gain or loss on the reorganization and not on the market price of the stock, the ceo would be concerned with the book valuation, but onec the stock is issued, the market price no longer matters to the corp books. when the reorganization occurs, the corp may set the pps on the BOOKS to reflect the audited valuation of the assets including the assets acquired, but that does not mean the market price will necessarily jump up to that. this is an accounting and financial statement thing and not a market thing. JMHO. you input and experience on this will be appreciated too !
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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in response to your question i believe that irs code 368(a)(1)(c) covering a type C reorganization basically covers this transaction. the irs is concerned about how the acquiring corp reports any gain or loss on the reorganization and not on the market price of the stock, the ceo would be concerned with the book valuation, but onec the stock is issued, the market price no longer matters to the corp books. when the reorganization occurs, the corp may set the pps on the BOOKS to reflect the audited valuation of the assets including the assets acquired, but that does not mean the market price will necessarily jump up to that. this is an accounting and financial statement thing and not a market thing. JMHO. you input and experience on this will be appreciated too !
nice!
suggestion? let's separate your thoughts from remainder of post, then provide links...
posted
Upon the cusip number/symbol change from FHAL to CVSU, any shorts that have not covered will lose 100% of their investment. What's your take glass, tex? Please correct me if I am wrong.
Quite a risky short sale investment eh?
-------------------- Buy Low. Sell High. Posts: 10755 | From: The Land Of The Giants | Registered: Feb 2005
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posted
you got it tex. give me a few minutes and i will try o come up with link. i have the irs code as a pdf but i will try to get a link for you guys. thanks for your patience.
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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quote:Originally posted by Peaser: Upon the cusip number/symbol change from FHAL to CVSU, any shorts that have not covered will lose 100% of their investment. What's your take glass, tex? Please correct me if I am wrong.
Quite a risky short sale investment eh?
Again, it's the CUSIP change that presents problems for shorts.
However, as Glass has agreed with, the Big Daddy Short position would be staked out near/around the $15 pps (up some, down some...basically..."the top" as is contemplated now, in best possible worlds)
please read the attached link. page 2 paragraph starting with Basic Calculations... tells about the valuation of the book pps after a reorganization. please let me know what your opinions are. thanks. Latham & Watkins, LLP, Washington DC law firm.
posted
Sorry guys, had to pick up my son.... I am back on the case now..lol
-------------------- "I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell Posts: 4190 | From: Rhode Island | Registered: Mar 2006
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quote:Originally posted by 66inxs: hi tex and others
please read the attached link. page 2 paragraph starting with Basic Calculations... tells about the valuation of the book pps after a reorganization. please let me know what your opinions are. thanks. Latham & Watkins, LLP, Washington DC law firm.
posted
Posted by: digiwench on I-HUB In reply to: None Date:7/26/2006 9:12:54 PM Post #of 16446
LIST OF QUESTIONS FOR BEN STANLEY: COO ________________________________________
This is the final list of questions for tomorrow's Q&A session with Ben Stanley. If you have any new questions for him, please PM me with them. Thank you! (yes, the Q&A today was postponed due to the ********** fiasco, which they needed to address)
Sorry Rick, I was at Paltalk was busy all afternoon, and trying to get through to Ben Stanley.
I was on Paltalk, when we heard about **********. I'm the one who called him to let him know that FHAL stock was under attack, and he thanked me, and cancelled our meeting tonight at 4:30.
Later this evening, he called me to let me know that CVSU had filed a lawsuit against **********, and another site called "our street.com" He told me that he would in the morning they would be releasing PRs and then he would call me to let me know when we could set up the Q&A. In the meantime , here is the list of questions we put together to ask him:
10-K, S-4 and 8-K Qustions:
1) In the 8k it reads: "In the event that the Actual Average Closing Price is less than $15.00, the Surviving Holdings Company shall deliver written notice to the Company no later than the second (2nd ) Business Day preceding the Closing Date pursuant to which the Surviving Holdings Company shall elect, in its sole discretion, to: maintain the Average Closing Price at a price equal to the Actual Average Closing Price"
This indicates that the price could fall to less than $15. Is this correct? What steps will CVSU elect to take in order to "maintain Average Closing Price equal to the Actual Average Closing Price?"
Please clarify.
2) Since option A in section 2.6 of the 8-K states:
" In the event that the Actual Average Closing Price is ***LESS*** than $15.00, the Surviving Holdings Company shall deliver written notice to the Company no later than the second (2 nd ) Business Day preceding the Closing Date pursuant to which the Surviving Holdings Company shall elect, in its sole discretion, to: (a) maintain the Average Closing Price at a price equal to the Actual Average Closing Price;
Why is Rufus saying that option A only applies if the price is *ABOVE* $15/share, when it says ***LESS*** than $15.00?
If the price is LESS than $15 does this not say that they can use "the Average Closing Price at a price equal to the Actual Average Closing Price" and NOT $15/share.
3) Can this deal be cancelled as stated in the 8-K, section 2.6?
(c) set the Average Closing Price at $15.00 and pay no additional consideration to the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ). In the event that the Buyer elects option (c) described above, ***the Company may terminate this Agreement*** by providing the Buyer written notice of termination no later than one (1) Business Day prior to the Closing Date.
What assurance do we have that the section that states ***the Company may terminate this Agreement*** will not take place?
4) Will the 10K be filed by Friday?
5) What's more important than the filing date is when the 10K will be available for public viewing.
FHAL Questions:
1) I know this seems like an obvious question, but could you just explain to us "Why arent any of the institutions Rufus mentioned buying FHAL stock now for $1? why wait till its $15?"
2) "WHY would the institutions buy this stock at $15 and support it from falling?" Can you give us the names of any of these institutions? Which insitutions are involved in the post merger $15 PPS support?
3) What day do they expect to trading to halt, and CVSU trading begun? Do you expect this to take place after trading hours? How long will the halt last? Will it be less than two days?
4) Can we expect trading in FHAL to be halted within the next five business days?
5) Will existing FHAL stockholders be able to trade shares as soon as their brokers redefine their holdings to CVSU, after the halt?
6) what was the exact number for the fhal O/S? and has this increased in the past 2 weeks?
CVSU Questions:
1) Does CVSU own all of the existing FHAL float?
2) If no. What percentage of the float do they own?
3) Is it true that CVSU Executives, such as Paul Harris, cannot sell their personal shares for a period of 90 days after the new CVSU ticker symbol begins to trade?
4) If that is incorrect, when CAN a CVSU executive begin selling their personal shares?
5) Do they KNOW THE WHALES ARE THAT OWN THE REMAINDER? (Do you personally know who are the big owners of the oustanding large blocks of shrares)
6) How much does CVSU have in cash, not bonds, IOUS or ICC Euro notes?
7) What is CVSU's current revenue stream?
8) What are the terms and nature of the 500 mil bond Caracas Group "invested in " CVSU ?
9) How did CVSU get its hands on a lawsuit won for 300 mil against the state of Washington ?
10) RPH mentioned that the washington Bonds were part of the fallout from the S&L crisis. Do we understand this correctly?
11) How much interest do those bonds pay?
12) Can you shed any additional light on the nature of the Euroclear bonds?
13) Has CVSU's trust representative has been buying shares in the past few days...especially this morning?
Post Merger Questions:
1) Are there PRs aligned post ticker change that will help support or bring in new investors, e.g. large contracts etc
2) Are there $15 billion in institutional buyers lining up to buy CVSU shares after August 1st?
3) Is there the possibility of a Forward Split taking place within 90 days of the new ticker symbols start of trading?
4) RPH has also mentioned several times about CVSU considering a forward split; what is the projected time window they are targetting for, and what ratios are they considering, such as 3:2, 2:1, or even 3:1
5) What quarter are they targeting their first subsidiary IPO for, what price range and what range of probable share volume and are they targeting GA as the first candidate (Each of these would add value to why we stockholders should hold rather than sell at first opportunity....... and would encourage new investors adding buying pressure on the stock)
6) Are there existing Notes and/or Debentures on CVSU stock that can be converted right after the merger (or even now) and are they restricted in any way?
Obvious Questions:
1) Will the new ticker CVSU begin trading at $15?
2) Is Rufus Paul Harris known to be a regular poster on Investorshub.com FHAL board?
3) Can you assure everyone in this room that there will be NO 90-120 day waiting period for the stock to "convert" from FHAL to CVSU.
4) Will there be any additional pr's prior to the merger to help restore investor confidence?
Joint Venture Questions:
1) Can you comment on where "Lotteryfever.com" stands today? Are there contracts with states in the works? Which states? How many machines are expected to be sold over the next year?
2) What is the business of "Rocky Road Entertainment"? What would you say is the value of this particular holding?
3) What is AISS's current revenue stream, approximately.
4) Are there any large or imminent contracts that shareholders should be aware of? Would these contracts be signed within three months?
5) After AISS, which of CVSU's other ventures is believed to be the most lucrative?
posted
personally I was thinking that we were in a type A reorganization. Still reading.
-------------------- "I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell Posts: 4190 | From: Rhode Island | Registered: Mar 2006
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posted
you guys have always helped me. lets figure this out together so none of us gets screwed friday. bottom line - we all make money and get out ok !!
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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posted
I'm already out, but I am pissed at all that happened. I believe that this is the most manipulated stock I have ever seen, and I think that the SEC needs to set an example here, The anonimity of the Web allows the scum of the earth to act as con men. I'd like to meet that lemon guy in person, I'll tell you that.
-------------------- "I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell Posts: 4190 | From: Rhode Island | Registered: Mar 2006
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posted
i'm out too doniboy but was thinking about jumping back in. this may be another manipulation by a ceo of the pps before a reorganization but we will never know for sure.
buy amd/or hold through merger: gutsy high risk move imho. this was how NDOL management manipulated pps per share a couple of months ago IMHO.
my opinion is just my opinion. please dyodd and make your own decisions ! don't rely on me. as tex said: just present the link without the opinions !
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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quote:Originally posted by Doniboy: I'm already out, but I am pissed at all that happened. I believe that this is the most manipulated stock I have ever seen, and I think that the SEC needs to set an example here, The anonimity of the Web allows the scum of the earth to act as con men. I'd like to meet that lemon guy in person, I'll tell you that.
All I can say is we will all see who is right in less than a week. I know I'm still excited, nothing has changed. I'm completely at peace with this. Just a lot of uneducated individuals running their mouths and costing people money. I think when they release the 10k, people will be scrambling trying to buy. That's just my opinion, but for some reason I believe Rufus. I like his confidence in his company. Big contracts, big bank account = big PPS. To bad there has to be so many BIG MOUTHS also. GLTA
posted
I made a good amount of cash on NDOL (got out seconds before the first crash and never went back). But I don't see the similarities, aside from a big run and a crash, another run and a crash, this is nothing like it. NDOL, promised a buyout by a large company (some people even believed it was LukOil) and then renegged, and it turned into a merger with a crap company. I felt lied to. In this case I don't see that Rufus has done anything wrong (yet).
-------------------- "I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell Posts: 4190 | From: Rhode Island | Registered: Mar 2006
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quote:Originally posted by Doniboy: I'm already out, but I am pissed at all that happened. I believe that this is the most manipulated stock I have ever seen, and I think that the SEC needs to set an example here, The anonimity of the Web allows the scum of the earth to act as con men. I'd like to meet that lemon guy in person, I'll tell you that.
All I can say is we will all see who is right in less than a week. I know I'm still excited, nothing has changed. I'm completely at peace with this. Just a lot of uneducated individuals running their mouths and costing people money. I think when they release the 10k, people will be scrambling trying to buy. That's just my opinion, but for some reason I believe Rufus. I like his confidence in his company. Big contracts, big bank account = big PPS. To bad there has to be so many BIG MOUTHS also. GLTA
posted
doniboy i did the same thing you did with NDOL. the comparison i was making was that a large pps was stated b4 the merger and it never materialized there and will not materialize here either imho. if anyone's opinion is different, go for it and i will give you props if you are right monday am.
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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posted
Doniboy, I have just resorted to using logic on this. If I was a scam artist and wanted to screw people would I go on the radio(2 times). File a 8k with the SEC. Make outrageous claims in the public eye. Draw more and more attention to myself by releasing a PR saying people are falsifying information and threaten to take them to court. NDOL was very difficult to get a hold of when I called. Never said the same thing twice and was always changing things. The buyout was a complete hoax to get people to buy. Like you said, Rufus hasn't even had a chance to show people he is telling the truth and already people try to dog him. This is why I have complete peace with holding. I've already covered my investment and I'm riding 21k free shares. I look forward to tomorrow, Friday and definitly Monday. GLTY
posted
I agree Cassity, except I would say that some of those posters ARE educated. Unfortunately, their ulterior motives govern their decisions. Sometimes I just want to crawl through the computer screen and grab those shorts by the throat, but I digress. I think we saw a coordinated attack today. I know it sounds conspiratorial, but I believe its true. Remember, just because I'm paranoid it doesn't mean they're not watching me.
-------------------- "I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell Posts: 4190 | From: Rhode Island | Registered: Mar 2006
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quote:Originally posted by Doniboy: I'm already out, but I am pissed at all that happened. I believe that this is the most manipulated stock I have ever seen, and I think that the SEC needs to set an example here, The anonimity of the Web allows the scum of the earth to act as con men. I'd like to meet that lemon guy in person, I'll tell you that.
All I can say is we will all see who is right in less than a week. I know I'm still excited, nothing has changed. I'm completely at peace with this. Just a lot of uneducated individuals running their mouths and costing people money. I think when they release the 10k, people will be scrambling trying to buy. That's just my opinion, but for some reason I believe Rufus. I like his confidence in his company. Big contracts, big bank account = big PPS. To bad there has to be so many BIG MOUTHS also. GLTA
Cassity,
have not been able to follow closely...
What are the "uneducated" " big mouths" posting?
Sorry Tex, I was refering mainly to IHUB, I know Doniboy reads that a lot. I like what people are doing here. One big mouth here would be Let's help eachother. JMO
Last night I called Ben Stanley at his home. It was 9:40 at night, and I could hear his kids in the background.
I told him that there were some concerned investors here who need answers.
I tried to set up a Q&A on Paltalk for today at 12:30. He told me that he and Rufus would be busy working, could he do it at 4:30 We set it up for 4:30.
However, in the afternoon, someone alerted the room that FHAL had been placed on stock lemon.com.
I called Ben Stanley immediately to tell him this news, and urged him to do something. I called him again fifteen minutes later, when we saw the Level 2s collapsing.I impressed on him the importance of handling the situation immediately. People in the Paltalk room told me to relate the story of STTK. Ben Stanley then said CVSU was going to "deal" with the situation, and said they would be cancelling the meeting for today.
At 4:30, he called me back and told me two things:
They would be releasing "PR(s)" tomorrow morning. I don't know how many that means. More than one, for sure. Maybe two. These would be addressinng stock lemon and our-street, I was told.
He told me that they had already begun a lawsuit against the people who had posted negative press against CVSU. He also had quite alot to say about Bbane, which I tried to transcribe, and will post separately.
That is simply what he told me.
Finally, he said that after the PRs, he would be calling me to set up a new hour for the Q&A.
I will post that time as soon as I know myself.
We know for sure that it will be held at PALTALK.
Ben Stanley "hinted" at financials being released on Friday, but then changed the subject quickly. I don't know how to interpret that. I am hoping that this means that we will have financials soon. PLEASE don't quote me on this. Instead, come to the Paltalk Q&A and ask Ben Stanley himself.
He said that they have "a plan". We need to know what that is.
-------------------- Buy Low. Sell High. Posts: 10755 | From: The Land Of The Giants | Registered: Feb 2005
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