posted
the debt? have you ever seen timberland passed around by different companies? they sell it to each other and never pay or collect the debt. the selling companies write it off as a loss. i don't know how they get away with it, but i've come across it more than once doing DD....
seen alot of strange stuff reading Edgar Tex,.... but none as strange as what i just read tonight....
-------------------- Don't envy the happiness of those who live in a fool's paradise. Posts: 36378 | From: USA | Registered: Sep 2003
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quote:Originally posted by glassman: the debt? have you ever seen timberland passed around by different companies? they sell it to each other and never pay or collect the debt. the selling companies write it off as a loss. i don't know how they get away with it, but i've come across it more than once doing DD....
quote:Originally posted by glassman: i just mean the debt may have been forgiven. the lender may not have cared to collect...
Why/what circumstances? Jeez, debt collectors hire telemarketer types to trace consumer debt for much less than these stakes... make sense?
Why forgive debt at these levels?
because they never intended to collect it to begin with. the timber lands i mentioned? they are passed from generation to generation.... think of it as a tax free gift...
-------------------- Don't envy the happiness of those who live in a fool's paradise. Posts: 36378 | From: USA | Registered: Sep 2003
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quote:Originally posted by glassman: the debt? have you ever seen timberland passed around by different companies? they sell it to each other and never pay or collect the debt. the selling companies write it off as a loss. i don't know how they get away with it, but i've come across it more than once doing DD....
seen alot of strange stuff reading Edgar Tex,.... but none as strange as what i just read tonight....
makes sense...
btw hpw do u claim passed stock losses even say u bought a stock, lost 50% then put the money left into another stock..the year ends can you just write that off? and how do u that? if i can do that it would a financial breath for me
Posts: 3086 | From: miami | Registered: Nov 2005
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quote:Originally posted by T e x: anyway...from what I can tell, this seems to be hinged upon PIPE financing.
Do we have DD on that financing? I've seen some since, but would like to review the DD here...
I know months back we did do some research into PIPE financing, if I remember correctly Rufus even mention PIPE financing when speaking of the Threshold Price Reset. The fact that it is used there all the time.
reset pricing. The purchase price of the common stock or the conversion price of a convertible security is set either (i) at closing or (ii) on a specified date after closing and is subject to adjustment (downward or upward) based on various criteria that can include fundamental performance (operational reset), a specified event (event-driven reset), or the stock price of the issuer at a given point in time after closing (threshold price reset).
private investments in public equity (PIPEs). Specifically refers to a privately negotiated issuance of equity or equity-linked securities by a public company to a limited number of investors (does not include Rule 144A equity private placements). See also private placement; registered direct offering.
posted
November 2005 Securities Purchase Agreement
To obtain funding for our ongoing operations, we entered into a Securities Purchase Agreement with four accredited investors on November 18, 2005 and amended on December 14, 2005 for the sale of (i) $2,500,000 in secured convertible notes and (ii) warrants to buy 5,000,000 shares of our common stock. The four accredited investors, AJW Partners, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and New Millennium Partners II, LLC subscribed for 11.9%, 32.6%, 54% and 1.5%, respectively, of the total offering. Each accredited investor purchased, or will purchase, such percentage of each closing under the Securities Purchase Agreement.
This prospectus relates to the resale of the common stock underlying these secured convertible notes and warrants. The investors are obligated to provide us with an aggregate of $2,500,000 as follows:
· $1,000,000 was disbursed on November 18, 2005; · $750,000 was disbursed on December 23, 2005; and · $750,000 will be disbursed within two days of the effectiveness of this registration statement.
Accordingly, we have received a total of $1,750,000 pursuant to the Securities Purchase Agreement, as amended. Pursuant to the Securities Purchase Agreement, as amended, we have issued 3,500,000 warrants and $1,750,000 in secured convertible notes and we are obligated to issue 1,500,000 additional warrants together with $750,000 in secured convertible notes within five days from the effective date of this registration statement.
The secured convertible notes bear interest at 8%, mature three years from the date of issuance, and are convertible into our common stock, at the selling stockholders’ option, at 55% of the average of the three lowest intraday trading prices for the common stock on a principal market for the 20 trading days before but not including the conversion date. Accordingly, there is in fact no limit on the number of shares into which the notes may be converted. As of December 15, 2005, the average of the three lowest intraday trading price for our common stock as reported on the Over-The-Counter Bulletin Board was $.10 and, therefore, the conversion price for the secured convertible notes was $0.055. Based on this conversion price, the $2,500,000 secured convertible notes, excluding interest, were convertible into 45,454,546 shares of our common stock.
3
In connection with the Securities Purchase Agreement dated November 18, 2005, we granted the investors registration rights. Pursuant to the registration rights agreement, if we did not file the registration statement by December 18, 2005, or if we did not have the registration statement declared effective on or before March 16, 2006, we are obligated to pay liquidated damages in the amount of 2.0% per month of the face amount of the issued and outstanding secured convertible notes, which equals $20,000, until the registration statement is declared effective. At our option, these liquidated damages can be paid in cash or restricted shares of our common stock. If we decide to pay the liquidated damages in cash, we would be required to use our limited working capital and potentially raise additional funds. If we decide to pay the liquidated damages in shares of common stock, the number of shares issued would depend on our stock price at the time that payment is due. Assuming that we are decided to pay liquidated damages for one month on April 17, 2006, the $35,000 (2.0% of the $1,750,000 of secured convertible notes outstanding on March 16, 2006) on April 17, 2006, would result in the issuance of approximately 318,182 shares of common stock. As of the date hereof, the investors have not demanded payment of the liquidated damages and we have not determined if we will make such liquidated damages payments in cash, stock or a combination of both.
AJW Partners, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and New Millennium Partners II, LLC have contractually agreed to restrict their ability to convert or exercise their warrants and receive shares of our common stock such that the number of shares of common stock held by them and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock.
See the “Selling Stockholders” and “Risk Factors” sections for a complete description of the secured convertible notes.
The Company entered into a Securities Purchase Agreement with four accredited investors on November 18, 2005 and amended on December 14, 2005 for the sale of (i) $2,500,000 in secured convertible notes, and (ii) warrants to purchase 5,000,000 shares of our common stock. The four accredited investors subscribed for 11.9%, 32.6%, 54% and 1.5%, respectively, of the total offering. Each accredited investor purchased, or will purchase, such percentage of each closing under the Securities Purchase Agreement.
A prospectus relates to the resale of the common stock underlying these secured convertible notes and warrants. The investors are obligated to provide us with an aggregate of $2,500,000 as follows:
.
$1,000,000 was disbursed on November 18, 2005;
.
$750,000 was disbursed on December 23, 2005; and
.
$750,000 will be disbursed within five days of the effectiveness of this registration statement.
Accordingly, we have received a total of $1,750,000 pursuant to the Securities Purchase Agreement, as amended. Pursuant to the Securities Purchase Agreement, as amended, we have issued 3,500,000 warrants to purchase shares of common stock and we are obligated to issue 1,500,000 additional warrants together with $750,000 in secured convertible notes. The Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of the Warrants to the Company, and upon (i) payment to the Company the Exercise Price for the Warrant Shares or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in the Warrant Agreement for the Warrant Shares being exercised. ALIGN="CENTER"> 8
THE FURIA ORGANIZATION, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006 (UNAUDITED)
NOTE 5 - CONVERTIBLE NOTES -continued
As required by Emerging Issues Task Force Issue 98-05 "Accounting for Convertible Securities with Beneficial Conversion Features", the Company valued the beneficial conversion feature related to the $1,750,000 in outstanding debt at $1,431,818 which was treated as a loan discount and immediately amortized to interest expense.
Additionally, the 3,500,000 in warrants issued in connection with the $1,750,000 in outstanding debt was valued at $159,117 which as also treated as a loan discount and immediately amortized to interest expense.
The notes bear interest at 8%, mature three years from the date of issuance, and are convertible into our common stock, at the investors' option, at 55% of the average of the three lowest intraday trading prices for the common stock on a principal market for the 20 trading days before but not including the conversion date.
We have a call option under the terms of the secured convertible notes. The call option provides us with the right to prepay all of the outstanding secured convertible notes at any time, provided we are not in default and our stock is trading at or below $.20 per share. Prepayment of the notes is to be made in cash equal to either (i) 125% of the outstanding principal and accrued interest for prepayments occurring within 30 days following the issue date of the secured convertible notes; (ii) 135% of the outstanding principal and accrued interest for prepayments occurring between 31 and 60 days following the issue date of the secured convertible notes; and (iii) 145% of the outstanding principal and accrued interest for prepayments occurring after the 60 th day following the issue date of the secured convertible notes.
Our right to repay the notes is exercisable on not less than ten trading days prior written notice to the holders of the secured convertible notes. Notwithstanding the notice of prepayment, the holders of the secured convertible notes have the right at all times to convert all or any portion of the secured convertible notes prior to payment of the prepayment amount.
We also have a partial call option under the terms of the secured convertible notes in any month in which the current price of our common stock is below $0.20. Under the terms of the partial call option, we have the right to pay the outstanding principal amount of the secured convertible notes plus one-month's interest for that month, which will stay any conversions of the secured convertible notes by the holders for that month. The principal amount of the secured convertible notes to be repaid is determined by dividing the then outstanding principal amount of the notes by the maturity of the notes in months, or 36, multiplied by 104%.
The full principal amounts of the secured convertible notes plus a 30% penalty are due upon default under the terms of secured convertible notes. In addition, we have granted the investors a security interest in substantially all of our assets and intellectual property and registration rights.
In connection with the Securities Purchase Agreement dated November 18, 2005, we granted the investors registration rights. Pursuant to the registration rights agreement, if we did not file the registration statement by December 18, 2005, or if we did not have the registration statement declared effective on or before March 16, 2006, we are obligated to pay liquidated damages in the amount of 2.0% per month of the face amount of the issued and outstanding secured convertible notes, which equals $35,000, until the registration statement is declared effective. At our option, these liquidated damages can be paid in cash or restricted shares of our common stock. If we decide to pay the liquidated damages in cash, we would be required to use our limited working capital and potentially raise additional funds. If we decide to pay the liquidated damages in shares of common stock, the number of shares issued would depend on our stock price at the time that payment is due. Assuming that we decide to pay liquidated damages for one month on April 17, 2006, the $35,000 (2.0% of the $1,750,000 of secured convertible notes outstanding on March 16, 2006), will result in the issuance of approximately 318,182 shares of common stock. As of the date hereof, the investors have not demanded payment of the liquidated damages and we have not determined if we will make such liquidated damages payments in cash, stock or a combination of both.
The Callable Secured Convertible Note agreement prohibits the Company, without prior written consent, from redeeming, repurchasing or otherwise acquiring any shares of its capital stock. As of December 31, 2005, the Company had opened a brokerage account in which it had acquired 1,962,000 shares of its common stock for a total consideration of $376,019. During the quarter ended March 31, 2006, the Company acquired 818,405 shares for a total consideration of $243,554.43 and transferred 1,650,000 shares valued at $313,500 for consulting services. At March 31, 2006 the balance of its common stock owned by the Company was 1,130,405 shares valued at $306,222.
The breach of this loan covenant triggers the default provisions of the loan agreement which make the loan immediately due plus a default penalty equal to 30% of the then outstanding loan plus any accrued and unpaid interest on the loan.
Due to this breach of the loan agreement, the loans are reclassified as current and a default penalty of $ 528,288 was accrued. ALIGN="CENTER"> 9
posted
CSHD is doing ok for me right, anyone knows if TTEN is for real, because TTEN is all I hear and seeN all night AND THIS MORNING?
Posts: 6 | From: Colorado | Registered: Nov 2006
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quote:Originally posted by hummpy: CSHD is doing ok for me right, anyone knows if TTEN is for real, because TTEN is all I hear and seeN all night AND THIS MORNING?
A newbie pumping some stock in the most talked about thread....
1 star, and begone!
-------------------- Stick with Repo's plan in '07 - FRPT/DKAM! Posts: 6379 | From: PA | Registered: Dec 2004
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posted
I'm bummed about the delay in the SHM. I was looking forward to getting some answers before the Holidays. Any guess as to where they will hold the meeting next time?
-------------------- Success is having the time and money to enjoy all of life's wonders... Posts: 2083 | Registered: Nov 2005
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posted
RichBy26, talk about abandonment. For 6 months it was pounded at us about all the bonds and what an asset they are. The SEC makes a little noise and everybody disappears.
quote:Originally posted by RichBy26: I'm bummed about the delay in the SHM. I was looking forward to getting some answers before the Holidays. Any guess as to where they will hold the meeting next time?
posted
Portman... you should probably remove this from the website. I am getting tired of looking over there.
quote: Welcome to the CSHD Shareholder Committee Website.
Please check back often as we will be updating the site often.
{I should edit that statement...} I don't really want you to post updated information there. I am just saying because of that statement I have made it a point to check it. Give me a P. Give me and R. Whats that spell? Awww... fug-it I make a lousy cheerleader when I lose interest in the game.
Posts: 2717 | From: Eville,IN,USA | Registered: Feb 2004
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posted
I don't think you were going to get any answers, Rich, none that you want to hear anyway. I really do believe it is going to be January or after before we see any positive movement. Even though we were all happy with our Kool-Aid being told "Rome" would be built in a day, it has let us all down. Better to wait patiently and see things done right this time....believe me, I REALLY wanted/needed this to at least stay near that 1.50/2.00 level to keep hubby off my tail, but as long as she pays off, I suppose this will be my "piece de resistance" in patience...
IMHO
-------------------- Study before you buy, Sell before you think about it.... Posts: 3903 | From: Gulf Coast | Registered: Jun 2006
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quote:Originally posted by RichBy26: I'm bummed about the delay in the SHM. I was looking forward to getting some answers before the Holidays. Any guess as to where they will hold the meeting next time?
Posts: 2024 | From: New Orleans, LA | Registered: Apr 2006
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posted
There never was even an announcement or PR about Ben or Sabra that they were leaving. I guess they just swept everything they owned into an attache case and bolted. If I lived close to Harris i'd pay him a visit and find out what I could. I could tell him i'm from subpenny radio so he would'nt withhold info.
Posts: 957 | Registered: Jun 2006
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posted
The biggest issue that I have right now is all this bond bull$hit. And just about everything else that this company accomplishes. Which seems to be absolutely nothing. It's hard to imagine that Rufus was making it sound like his families health is at stake because of this company. I guess he was'nt even including the welfare of the shareholders.
Posts: 957 | Registered: Jun 2006
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posted
Sherri ~ kudos to you for using "patience".
I on the otherhand will not wait till January or beyond for this thing to return to 0.10 and under. January is a new trading year and things will get prettty crazy quick. If things don't "begin" to happen soon I think it will be lights out for CSHD. Whether the new management likes it or not.. Heck I think most everyone has moved over to PBLS and others from here anyway.
-------------------- Una Mas! Posts: 2717 | From: Eville,IN,USA | Registered: Feb 2004
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posted
I agree Tax, I just hope this didn't hurt too many people for the Holiday's. Start trading some other stocks and before you know it you'll recoup your losses from this, I have. I haven't sold (because I have certs), so no loss yet, but I'm going about it as if I had. I still hope this will work out for us, it's just going to be a long time. IMHO
-------------------- Success is having the time and money to enjoy all of life's wonders... Posts: 2083 | Registered: Nov 2005
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quote:Originally posted by RichBy26: I agree Tax, I just hope this didn't hurt too many people for the Holiday's. Start trading some other stocks and before you know it you'll recoup your losses from this, I have. I haven't sold (because I have certs), so no loss yet, but I'm going about it as if I had. I still hope this will work out for us, it's just going to be a long time. IMHO
I know I am not getting my "pony" for X-mas.
...
I was thinking putting an offer in on "Dark Chocolate" HA!
-------------------- Una Mas! Posts: 2717 | From: Eville,IN,USA | Registered: Feb 2004
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posted
Oh by the way Rich... I almost have my certs. ETrade must be covered because a CSR called me yesterday and said they were double checking the address and sending them. Too crazy and the crud going on with this stock.
-------------------- Una Mas! Posts: 2717 | From: Eville,IN,USA | Registered: Feb 2004
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posted
Man Tax, that is just ridiculous. I would be one pissed off customer if I were you! I know it's been discussed before, but on a positive note we now have people in charge who have a heck of a lot more to lose than we do. Hopefully they pull a rabbit out of the hat and we can all have that HUGE party we planned months ago! GLTA FWIW... I think my new signature is appropriate!
-------------------- Success is having the time and money to enjoy all of life's wonders... Posts: 2083 | Registered: Nov 2005
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quote:Originally posted by RichBy26: Man Tax, that is just ridiculous. I would be one pissed off customer if I were you! I know it's been discussed before, but on a positive note we now have people in charge who have a heck of a lot more to lose than we do. Hopefully they pull a rabbit out of the hat and we can all have that HUGE party we planned months ago! GLTA FWIW... I think my new signature is appropriate!
Or do we? Going out on a limb here,could the "rabbit" be some volumn moving day by day? Think about it.
Posts: 360 | Registered: Aug 2006
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posted
I would be if the PPS was where it should be. Those "lost" certs would be a heck of alot more valuable. Also if I hadn't gotten the information that I did from Integrity Stock Transfer, I would have been more concerned. They were really "lost".
-------------------- Una Mas! Posts: 2717 | From: Eville,IN,USA | Registered: Feb 2004
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posted
Good Mornin' peeps- I hope you find another stock to make up for CSHD- I'm keeping it in my back pocket in hopes that John could perform a miracle...but 'til then I will be trying to make it back & then some.....
Love you all & Good Luck.....I sure hope no news is good news.....
-------------------- ..just remember....Family is EVERYTHING!! Posts: 3944 | From: Rochester, NY | Registered: Sep 2006
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