quote:Originally posted by Jenna: Oh Repo - when I need to change it - I'll use that one for now I went with ----I can't say...They maybe watching- but Cleopatra was taken...
What is this crap that you can only post 3 times??? I may not even bother because I know I'll get in a cat fight & I won't be able to keep defending myself....
You can only post 3 times until they approve you, then you can post 15. That site sucks too.
quote:Originally posted by Jenna: Oh Repo - when I need to change it - I'll use that one for now I went with ----I can't say...They maybe watching- but Cleopatra was taken...
What is this crap that you can only post 3 times??? I may not even bother because I know I'll get in a cat fight & I won't be able to keep defending myself....
You can only post 3 times until they approve you, then you can post 15. That site sucks too.
wheee...
hilarious, coming from you
What the F is that supposed to mean?? And I'm a little belligerent, I'm drunk right now.
-------------------- Stick with Repo's plan in '07 - FRPT/DKAM! Posts: 6379 | From: PA | Registered: Dec 2004
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Had some jack and cokes, martinis, and a port... ****ed up right now.. need some food. Celebrating a sh1tty week for FRPT..ahaha.. but hwatever, you only live once.
-------------------- Stick with Repo's plan in '07 - FRPT/DKAM! Posts: 6379 | From: PA | Registered: Dec 2004
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quote:Originally posted by lostone: Repo, with all that money, buy a chick for the night.. you're a rich guy.. but then the chase is more fun i guess..
u said it. What's the poitn in buying.. take's the fun out of it... have to be like the praying mantis..... SNAP, I gotch a
-------------------- Stick with Repo's plan in '07 - FRPT/DKAM! Posts: 6379 | From: PA | Registered: Dec 2004
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Well guys I was trying to dd some things & I was rereading the new 8k from Mike A. I read this portion & decided to look at sections 2, 4 , & 6 to try to see what may have been violated & this is what I came up with, not sure - if anyone has any other ideas let us know......
************************************************ New 8k 11/3/06
the present board and management’s violation of certain provisions of the Merger Agreement including, but not limited to, Sections 2, Section 4, and Section 6 of the subject merger agreement. *************************************************
This is from that long awaited 10K(sb) we were waiting for:
From amended 10ksb 10/19/06
Current Event-Driven Threshold Price Reset As a result of the Merger agreement between FrontHaul Group and CSHD [incorporated herein by this reference to 8-K/A [html][text] 500 KB [Amend] Current report, item 2.01 Acc-no: 0001297077-06-000068 (34 Act)] Item 2.6 Average Closing Price Adjustment which reads a follows; 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; (b) set the Average Closing Price at $15.00 and pay 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 ) an amount in cash equal to $15.00 minus the Actual Average Closing Price per share of Buyer's Stock to be received by such holders of Company Shares; or (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 ). The Corporation hereby chooses option (c) to reset the Share value to an equivalent of $15.00 by issuing additional shares to each shareholder of record as of the close of business on October 16, 2006, the issuance date of the Reset shares is October 30, 2006 10 business days from the filing of this form 10-KSB. The ratio of share issuance will use the following formula ($15.00 divided by the Actual Closing Price on October 16, 2006 (X) minus Actual Closing Price on October 16, 2006) (15 / X - X).
Now here is Section 2 of the Merger agreement:
2.6 AVERAGE CLOSING PRICE ADJUSTMENT. 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; (b) set the Average Closing Price at $15.00 and pay 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 ) an amount in cash equal to $15.00 minus the Actual Average Closing Price per share of Buyer's Stock to be received by such holders of Company Shares; or (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.
The violation? Maybe because the formula doesn't add up to $15? *************************************************
Section 4:
4.13 MATERIAL CONTRACTS.
(c) any other Contract or amendment thereto that would be required to be filed as an exhibit to an Annual Report on Form 10-K filed by the Company with the SEC as of the date of this Agreement that has not been filed or incorporated by reference as an exhibit to the Company's Annual Report on Form 10-K filed for the fiscal year ended June 30, 2006, or in another document filed by the Company with the SEC and identified to the Buyer (together with all Contracts referred to in Sections 4.8 and 4.13(a) of this Agreement, the "Company Contracts" ).
Not sure about this but did they included Fronthauls financials in the 10K? They may have I didn't go back & check... *************************************************
Section 6:
6.1 (c1) (i) The Company shall not, and shall not permit any of its , or its Subsidiaries', respective officers, directors, employees, affiliates, agents, investment bankers, attorneys, other advisors or other representatives to, directly or indirectly, (A) take any action to solicit, initiate or encourage (including by way of furnishing or disclosing non-public information)
They may feel Rufus gave out to much info... *************************************************
So there are my thoughts- a lot of times I'm way of base - once in a while I'm in the ballpark- if these are the violations they are talking about I can live with it....especially the first one if they have to make sure the shares equal $15...
What do you think? - sorry this post is so long!!!
-------------------- ..just remember....Family is EVERYTHING!! Posts: 3944 | From: Rochester, NY | Registered: Sep 2006
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Repo, you just can't stay away can you! You love us over here.
Jenna, good job on the dd. I also was thinking (and hoping) the amendment on sec. 2 was that the added shares didn't equal $15 so they had to fix it so they did. Posts: 105 | From: utah | Registered: Aug 2006
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I've got to work in the mornin' so Good Night.... May you have... ************************************************* Champagne Wishes & Cavair Dreams!!!! *************************************************
Oh good night to you to Repo - I hope you puke - I mean I hope you DON'T puke!!!! Keep drinking 'til you mess in your pants...you'd probably smell better...
-------------------- ..just remember....Family is EVERYTHING!! Posts: 3944 | From: Rochester, NY | Registered: Sep 2006
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Wow..Jenna takes a good night shot at Repo...vicious...LOL.
Jenna good work on the DD, but did you notice that all the things that are bold are all the things important to us?
-------------------- "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 by: a surfer In reply to: liable who wrote msg# 123166 Date:11/4/2006 8:17:19 AM Post #of 123169
Yea she is preying!!!! LOL You are so F**cking ate slap up its not even funny. Someone that has no interest and hangs around a board of a stock that is not even trading should be taken to a homeless shelter somewhere and be made to clean all the bathrooms there with their tongue.
-didn't do any DD yet, but will tonight, just saw this. Later board!
CHANGE IN CONTROL: Our Profile List stock, Point Acquisition Corporation, (OTCBB: PAQC 0.018 x 0.35) issued an 8K announcing the following: On November 1, 2006, Point Acquisition Corporation entered into Subscription Agreements with Halter Financial Investments, L.P., a Texas limited partnership, and Glenn Little, the Company's sole officer and director.
quote:Originally posted by Chart walker: A "shellstock" to watch?....
-didn't do any DD yet, but will tonight, just saw this. Later board!
CHANGE IN CONTROL: Our Profile List stock, Point Acquisition Corporation, (OTCBB: PAQC 0.018 x 0.35) issued an 8K announcing the following: On November 1, 2006, Point Acquisition Corporation entered into Subscription Agreements with Halter Financial Investments, L.P., a Texas limited partnership, and Glenn Little, the Company's sole officer and director.
I've seen it for the last week... up 94% on 1000 shares on Friday.
-------------------- Stick with Repo's plan in '07 - FRPT/DKAM! Posts: 6379 | From: PA | Registered: Dec 2004
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looks like paqc upon approval of the merger will do a 1 for 50 reverse split.. On November 1, 2006, Point Acquisition Corporation (the "Company") entered into Subscription Agreements (the "Agreements") with Halter Financial Investments, L.P., a Texas limited partnership ("HFI"), and Glenn Little, the Company's sole officer and director. Other than in respect to this transaction, HFI has had no material relationship with the Company or any of the Company's officers, directors or affiliates or any associate of any such officer or director.
Pursuant to the Agreements, the Company will, upon satisfaction of the closing conditions set forth below, sell to the HFI and Mr. Little 1,270,400 and 200,000 shares of post split common stock at a purchase price of $.25 per share, respectively.
The Closing is subject to the following conditions:
* No material adverse change shall have occurred with respect to the Company;
* The Company will have effected a 1-for- 50 reverse split of its common stock;
* Timothy P. Halter will be elected the sole officer and director of the Company upon the closing of the transactions contemplated by the Agreements.
Glenn Little, the sole officer and director of the Company, will agree to resign from all offices that he holds and as a director effective as of the closing of the Agreements. At the closing, Mr. Halter will be appointed as the Chief Executive Officer and President of the Company, and as a director of the Company.
Posts: 572 | From: usa | Registered: Aug 2006
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Their stated goals seemed lofty. Their asset control seemed massive. Their leadership seemed gutsy. Their plan seemed earth shaking. Their shareholders support seemed solid.
-------------------- If you repeat a lie often enough it is perceived as truth Posts: 478 | From: Florida | Registered: Oct 2006
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