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This DD is from my PQLresearch yahoo group, I have alot of respect for the guy who runs this group as his plays are as legit as your gonna find down here.
Good morning. Many of you that listen to IBCRadio have heard me talk about SMKT and their impending merger with Texas Prototypes (TXP). For those that have not, I'd like to share what I believe is a ground-floor opportunity with a company that may be a major technology player on the nasdaq in a year or two.
About Texas Prototypes
www.texasprototypes.com 35 Full-Time Employees 'Pre-Manufacturing' Sector (Provides service to EMS sector) Founded in 1998 - Originally a department of Flextronics, Inc.
The merger was announced June 20th and should close somewhere very early August. On the news of the announcement, SMKT stock exploded from .008 to hitting nearly .05, which shows me just how much the market was excited that TXP is coming public. From the research I've done on TXP, they are very well respected and well-known in the technology community, primarily because they have so many 'household names' that they provide services to. In the TV coverage above, the CEO of TXP cites that they produce anything from wrist watch PDAs to supercomputers for HP. Chances are that you have a technology product in your home that TXP was involved in the manufacturing of.
The Split, The Current, and Future OS
SMKT filed the terms of the merger which include a 10:1 reverse split. Do not confuse this split with typical OTC:BB/pink reverse splits - it is significantly different and is essential to this merger being consummated. TXP negotiated (touché for them) a resounding 94.5% completed interest in SMKT, which means that existing SMKT shareholders will hold only a 5% interest in the new company.
Currently, there are 50M shares outstanding of SMKT, valuing the 'shell' a meager $1M pre-merger. Since TXP somehow has to gain control of 94.5% of the stock, SMKT will issue them several hundred million shares immediately prior to the merger, which TPX will then reverse immediately post-merger. There will then be approximately 90M outstanding and according to informal discussions with both the SMKT and TXP CEOs there will be circa 10M in the public float.
Status of the Merger
SMKT filed a proxy form soliciting a vote on the merger. This is basically the last stage of any given merger. SMKT management just needs to vote their majority stock, and we're good. I do not foresee any complications whatsoever. SMKT was essentially a shell and the SMKT CEO stands to probably make well on his interest in the new $18,000,000 company as opposed to his pre-merger $500,000 shell.
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After the Reverse Merger which includes a 10-1 RS the stock is expected to climb towards a 1$. The stock closed at .039 on friday so a 10-1 right now would put the stock at .39 . I'm jumped in the stock at .035 before the close on friday. I expect at least a double out of this stock. The merger is going to happen any day now I suggest you take a serious look at this one.
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Here is the latest update after friday's close.
Good afternoon members. I'm starting the believe SMKT's merger with Texas Prototypes is nearing it's completion. The stock has been trading significant volume towards the end of this week, and one could speculate that we may only be days away.
GNET (anonymous trading firm) came in the stock at approximately 2:30 and picked up at least 100,000 shares for a client @ .034. This type of trading, on a friday afternoon in the summer, is certainly an unusual bet.
I may consider picking up some shares before the close today. The stock has traded over 2M shares in the last two days, and the market is usually the best psychic around.
Regards and Best of Luck, Tim / PQL Research
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The CEO of Texas Prototypes is pretty highly regarded.
TXP-Texas Prototypes, Inc. President & CEO, Michael C. Shores, Honored as Finalist for Ernst & Young Entrepreneur of the Year 2005 Awards
Richardson, Texas – June 21, 2005 — On June 18, 2005, TXP-Texas Prototypes, Inc, a global provider of prototyping electronics manufacturing services (EMS) for original equipment and contract manufacturers, President & CEO, Michael C. Shores, was honored as a Finalist for the Ernst & Young Entrepreneur of the Year® 2005 Awards in the Southwest Area in the Realizing Business Potential Award category. Mr. Shores was selected by an independent panel of judges comprised of local business, academic, and community leaders. The awards were announced on June 18, 2005 at a banquet held at the International Apparel Mart in Dallas.
Each year Ernst & Young, through its Entrepreneur of the Year Awards, recognizes significant business achievements around the world. Such accomplishments are made possible by the entrepreneurial spirit – the incredible depth and character that entrepreneurs possess as they develop new technologies, create faster ways to distribute goods and services, and improve the quality of life for people around them.
Over the last decade, Mr. Shores has helped Original Equipment Manufacturers (OEMs) launch new high tech electronic products into manufacturing production in the telecommunications, networking, military, medical, and consumer market segments. Prior to founding Texas Prototypes, Inc, he developed strong business relationships with major OEMs while starting a New Product Introduction Center for a global tier one EMS provider.
Since its incorporation in 2002, TXP has led the electronics industry outsourcing supply chain evolution in the prototyping and quick-turn manufacturing market segment. The company’s success has been attributed to its unique manufacturing execution model which gives OEMs the resources to transform their intellectual property into product development, then provides them the global competitive advantage to launch their manufacturing to a contract manufacturer, or back to their own internal manufacturing facilities, anywhere in the world.
TXP was selected as a 2004 Supply & Design Chain Champion alongside Cisco, EMC, NEC and Sparton, by Electronics Supply & Manufacturing magazine. "The acceptance of our business model has been overwhelming.” said Michael C. Shores. “I am proud to be at the head of one of the Pre-Manufacturing Services industry’s fastest growing companies, and very excited about what the future potentially holds."
About The Ernst & Young Entrepreneur of the Year Program
The Ernst & Young Entrepreneur of the Year Program was created and is produced by professional services firm Ernst & Young LLP. As the first award of its kind, Ernst & Young Entrepreneur of the Year recognizes outstanding entrepreneurs who are building and leading dynamic and growing businesses. The program honors entrepreneurs through regional, national, and global award programs in over 100 cities and 35 countries.
About Ernst & Young
Ernst & Young, a global leader in professional services, is committed to restoring the public's trust in professional services firms and in the quality of financial reporting. Its 100,000 people in 140 countries around the globe pursue the highest levels of integrity, quality, and professionalism to provide clients with solutions based on financial, transactional, and risk-management knowledge in Ernst & Young's core services of Audit, Tax, and Transaction Advisory Services. Ernst & Young practices also provide legal services in some parts of the world where permitted. Further information about Ernst & Young and its approach to a variety of business issues can be found at www.ey.com/perspectives. Ernst & Young refers to all the members of the global Ernst & Young organization.
About TXP-Texas Prototypes, Inc.
Texas Prototypes, Inc.,(TXP), based in Richardson, Texas, is a global provider of Pre-Manufacturing Services for the electronics industry, supporting original equipment manufacturers, original design manufacturers, contract manufacturers and new technology innovators. The Company excels in both design and supply chain solutions services for new product development which include prototyping and quick-turn electronic assembly, new product introduction, pilot production, material supply chain management as well as the transfer of product into production. TXP’s core technology focus is on complex printed circuit board assemblies, photonics, optoelectronics and advanced packaging solutions, while forging profitable business opportunities with well-positioned high speed, digital, analog, and RF technologies and industries that require complementary service requirements. By working closely with its customers and being highly responsive to their requirements throughout the design processes, TXP believes that it can be an integral part of its customers' operations, accelerate their time-to-market and time-to-volume production and reduce their product costs. TXP has three operating divisions that build on its Design for Manufacturability foundation: TXP-Texas Prototypes, TXP-Photonics, and TXP-Packaging.
For more information visit: www.texasprototypes.com, or contact Michael C. Shores, Tel: 214.575.9300, e-mail: michael.shores@texasprototypes.com.
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Stock Market Solutions, Inc. and Texas Prototypes, Inc. Announce Merger Jun 20, 2005 9:03:00 AM NEW ORLEANS, LA -- (MARKET WIRE) -- 06/20/05 -- On June 14, 2005, Stock Market Solutions, Inc. (OTC BB: SMKT) (the "Company"), and its wholly owned subsidiary entered into a definitive Agreement and Plan of Merger with Texas Prototypes, Inc. ("TXP").
Pending stockholder and shareholder approval, the Company will issue 94.7% of its issued and outstanding shares of common stock for all outstanding shares of TXP in a stock for stock transaction. As a result of the Merger Agreement, the transaction will be treated for accounting purposes as a reverse merger by the accounting acquirer (TXP). The existing security holders of the Company will hold the remaining 5.3% of the Company's shares of common stock at closing.
Following the closing of the Merger Agreement, the Company will merge with TXP, change its name to TXP Corporation and reincorporate in Delaware.
TXP's Chief Executive Officer, Michael C. Shores, will assume leadership of the Company. The Company will trade on the Over the Counter Bulletin Board (OTCBB) under a new ticker symbol to be determined.
The Merger Agreement also contemplates that, concurrent with the closing of the transaction, the Board of Directors of the Company shall resign and the vacancies created thereby shall be filled with the appointees of the current TXP shareholders and/or officers who shall fill such posts until the next annual election of directors and all current officers of the Company shall resign from their positions with the Company, with new officers to be appointed by the new Board members.
After closing, the Company's primary business model will focus on the pre-manufacturing services segment of the electronics industry supporting original equipment manufacturers, original design manufacturers, contract manufacturers and new technology innovators.
Richard Smitten, the president of SMKT, said today: "The Company believes TXP has tremendous potential and is well positioned in what can be called a new high-tech market sector. TXP has helped launch new products into the marketplace in the areas of consumer, medical, military, networking and telecommunications for their Fortune 500 and large multi-national clients. This new model saves these companies substantial amounts of money that they would normally spend in product development."
About TXP
TXP offers its customers supply-chain solutions and services that require the outsourcing of new product development including prototyping and quick-turn electronic assembly, new product introduction, pilot production, material and supply chain management as well as the transfer of their product programs into production. By working closely with its customers and being highly responsive to their requirements throughout the design processes, TXP believes that it can be an integral part of its customers' operations, accelerate their time-to-market and time-to-volume production and reduce their product costs.
For more information: Michael C. Shores 214.575.9300 michael.shores@texasprototypes.com www.texasprototypes.com About Stock Market Solutions
Stock Market Solutions is a company that assists professional mutual and hedge fund traders and managers, as well as individual investors, to more skillfully trade the stock market. The Company uses proprietary computer software systems based on the "Jesse Livermore methodology" to enable these traders and investors to more successfully trade the stock market.
For more information: Investor Relations (504) 561-1104 rsmitten@stockmarketsolutions.org www.stockmarketsolutions.org This release contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which represent the company's expectations or beliefs concerning future events of the company's financial performance. These forward-looking statements are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, including the company's ability to obtain future financing on favorable terms, changes in the software industry that compel the company to alter its present business strategy, the company's ability to attract management capable of implementing the company's existing or future business strategy and the risk factors set forth in the company's SB-2 registration statement. Results actually achieved may differ materially from expected results included in these statements as a result of these factors or others.
Contact: Stock Market Solutions, Inc. Richard Smitten (504) 561-1104
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Good afternoon members. SMKT rallied to .047 today on heavy volume, some profit taking, and subsequently a strong close.
Interesting to say the least, GNET once again jumped in the stock very late (within the last MINUTE of trading) and blew out all the offers @ .045, closing the stock with an ask equal to the high of the day.
There only appeared to be 15-25K shares available in the .045 range at that time. I can't remember when I've seen such loyalty and support of a BB stock.
GNET is an anonymous trading firm. For a fee, they can trade across bulletin board stocks without disclosing the identity or firm of their client. Last week PQL noted that GNET acted in a similar fashion when the stock was a penny cheaper.
I decided to add a few shares today, upping my position to 155,000. Contrary to those who might speculate a sell-off after the merger, I continue to believe there will be significant buying once people are completely assured that they are investing in TXP.
A break above .048 is technically impressive, filling the entire large-gap created from the first run after the merger announcement. Psychologically, I've got to think with the stock flirting with .50 (post-split) already, we could really see a concerted push for $1.
SMKT has now provided members a 147% high gain from coverage levels, and is very quickly looking to usurp WTVN, our previous champion.
Regards and Best of Luck,
Tim / PQL Research
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ood morning. I wanted to relay some information I received from Michael Shores of Texas Prototypes.
PQL has been covering the SMKT/TXP merger from the early stages, and I still hold my entire 155,000. Additionally, I have not traded any of my stock at higher levels.
Here's my summary:
- As always, Michael was upbeat and answered my questions the best he could without dancing around anything.
- Merger is still a go, first and foremost. The delays have been between TXP and the SEC regarding the appropriate filings. The SEC is really 'cracking down' on quickie mergers and some of the sarbanes oxley stuff requires a boatload of disclosure from day one.
- Mr. Shores conceded the process is taking a little longer than expected, but he reiterated that they are fully cooperating with each and every SEC request. I told him I mentioned to the group that I expected 45-60 days to complete the merger and he seemed to think that the 45/60 day barometer is going to extend a little longer in the current regulatory climate.
- He said to look for some new filings in the next couple weeks. He mentioned they were working on the SB2 (which is awesome, because that will register the new TXP stock!), 14A, and many others I can't remember. He said when these are filed we'll have a lot more 'meat' about TXP, apparently including their financials.
I will personally add that an SB2 is a huge document. The proxy statements (14A/C) can be monsterous too. I truly have no doubt that TXP is going to be a nasdaq company in a year or two, and if it means being a little more patient to wait for the process to complete I'm content with that.
I will again add more shares on any significant weakness. I personally have over $6,200 in this stock at current prices. As many of you know and can infer by the PQL alerts, I do make a living trading in the market. I have a very modest lifestyle, relatively empty walls, and just a few major assets outside of the market. The fact that I'm sitting on $6K of stock, which is a significant gain, and not cashing out, should tell you how very much I believe in TXP.
There aren't many longerterm opportunities with bulletin board stocks, but I faithfully believe TXP is an exception.
Regards and Best of Luck, Tim / PQL Research
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This baby is rollin. Green everyday I've been in. Hey USF, what's your exit strategy on this? Selling all after the split or partial to ride the rest out to $x ??? The way things are looking, stock maybe at a $1 already once the RS goes into effect.
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You Need to thank Tim at PQLresearch hes the man on this one. I think the price goes up until the merger is completed and I think it goes up after the merger is completed. TXP had a chance to do a 200 Million Dollar IPO with Nasdaq but felt the costs associated with going that route was not the best choice. They choose the cheaper smarter route of doing a Reverse Merger and once that is completed the big boys will want a high growth speculation companies like TXP in their portfolio's. Unless this goes to like .20 cents pre-merger I'm not gonna be tempted to selling.
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