posted
Something to listen to over lunch.... Here is an interview with the CEO Goto http://www.macreport.net/ and type ADDI into Stock Symbol under where it says Search Interviews
posted
Listening to the CEO's Interview. Have several products in the Pipeline. This stock has huge potential. It competor's stock trade up in $9 dollar range. So we could be looking at massive gains in the future.
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posted
Hopefully this stock trends like it has in the last few days in the afternoon. If so means will have a nice push upward from the buying. Then next week could be looking for some huge gains.
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posted
nice movement yesterday and the charts are continuing to look better!
Matt from Apple returned my phone message from last week and he left me a message. I may check in with him on Monday to see what is up....
My guess is that with the funding announcement Friday, the ad campaign announcement is right around the corner. The announcement will probably detail how they will be advertising (TV, print, internet, etc) and detailing the National Chain(s) that will carry their product... i.e What purpose is an ad campaign if you don't tell people where they can buy the product?!?
the action on Friday shows this is a low floater (8 million Float, 45 million O/S) and it moves well on low volume buying pressure. Last I checked, it is still on the SHO list, which means a short squeeze is also coming soon!
-------------------- A good friend will bail you out of Jail. A great friend will be sitting next to you saying... Damn that was fun! :)
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posted
FoT on the CEO interview he states only 3.6 million outstanding on the float if I hearing him correctly... Regardless nice and low. I am looking for further DD on this. I will post what I find. It does look pretty interesting. Thanks for all your hard work.
-------------------- The best way to predict your future is to create it.
posted
The last conversation I had with Matt on Wed last week.. I specifically asked share count and those were the numbers he gave me, which he said was from two weeks prior.
And you are right, either way, it is a very low float.
And for those who haven't visited yet.. check out the website:
posted
SB-2 This form may be used by "small business issuers" to register securities to be sold for cash. This form requires less detailed information about the issuer's business than Form S-1.
Good DD from 5 Billions Shares to 2 Billions shares AS, It seems like they are getting ready to dilute.
ADDISON-DAVIS DIAGNOSTICS, INC. 143 TRIUNFO CANYON ROAD, SUITE 104 WESTLAKE VILLAGE, CA 91361
INFORMATION STATEMENT PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934 AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY THE ACTIONS DESCRIBED BELOW HAVE ALREADY BEEN APPROVED BY WRITTEN CONSENT OF HOLDERS OF A MAJORITY OF OUTSTANDING SHARES OF COMMON STOCK. A VOTE OF THE REMAINING STOCKHOLDERS IS NOT NECESSARY.
September 10, 2005 Westlake Village, CA
This information statement has been mailed on or about September 10, 2005 to the stockholders of record on July 12, 2005 (the "Record Date") of Addison-Davis Diagnostics, Inc., a Delaware Company (the "Company") in connection with certain actions to be taken by the written consent of the majority stockholders of the Company, dated as of July 12, 2005. The actions to be taken pursuant to the written consent shall be taken on or about September 30, 2005, 20 days after the mailing of this information statement.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
By Order of the Board of Directors,
/s/ Edward W. Withrow III ---------------------------------------- CEO, Director
NOTICE OF ACTION TO BE TAKEN PURSUANT TO THE
WRITTEN CONSENT OF MAJORITY STOCKHOLDERS IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS DATED JULY 1 2, 2005
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the following action will be taken pursuant to the written consent of a majority of stockholders dated July 12, 2005, in lieu of a special meeting of the stockholders. Such actions will be taken on or about September 30, 2005:
1. The Company will amend its certificate of incorporation to decrease the authorized amount of common stock from 5,000,000,000 shares to 2,000,000,000 shares.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization consisted of 5,000,000,000 shares of common stock, par value $.001 per share, ("Common Stock") of which 36,275,219 shares were issued and outstanding as of the Record Date. Holders of Common Stock of the Company have no preemptive rights to acquire or subscribe to any of the additional shares of Common Stock.
Each share of Common Stock entitles its holder to one vote on each matter submitted to the stockholders. However, because stockholders holding at least a majority of the voting rights of all outstanding shares of capital stock as of the Record Date have voted in favor of the foregoing proposal by resolution dated July 12, 2005, and having sufficient voting power to approve such proposal through their ownership of capital stock, no other stockholder consents will be solicited in connection with this Information Statement.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the proposal will not be adopted until a date at least 20 days after the date on which this Information Statement has been mailed to the stockholders. The Company anticipates that the actions contemplated herein will be effected on or about the close of business on September 30, 2005.
The Company has asked brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of the Common Stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
This Information Statement will serve as written notice to stockholders pursuant to Regulation 14C, and Section 228(e) of the Delaware General Corporation Law.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of July 12, 2005, certain information regarding the ownership of Addison-Davis Diagnostics, Inc.'s capital stock by:
o each director and executive officer of Addison-Davis Diagnostics, Inc.;
o each person who is known to Addison-Davis Diagnostics, Inc. to be a beneficial owner of more than 5% of any class of Addison-Davis Diagnostics, Inc.'s voting stock; and
o by all officers and directors of Addison-Davis Diagnostics, Inc.as a group.
Unless otherwise indicated below, to Addison-Davis Diagnostics, Inc.'s knowledge, all persons listed below have sole voting and investing power with respect to their shares of capital stock, except to the extent authority is shared by spouses under applicable community property laws.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants or convertible securities exercisable or convertible within 60 days of July 12, 2005 are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person, and is based on 36,275,219 shares issued and outstanding.
-------------------------------------------------------------------------------- Name and Address Percent Title of Of Amount and Nature Of Class Beneficial Owners (1) Of Beneficial Ownership Class -------------------------------------------------------------------------------- Common Stock Wdward W. Withrow III 6,188,912 17.38% -------------------------------------------------------------------------------- Common Stock Fred De Luca 1,702,266 4.78% -------------------------------------------------------------------------------- Common Stock All officers and directors 7,891,178 22.16% As a group (two persons) --------------------------------------------------------------------------------
(1) Unless otherwise noted, the address for each of the named beneficial owners is 143 Triunfo Canyon Road, Suite 104 Westlake Village, California 91361.
CHANGE IN CONTROL
To the knowledge of management, there are no present arrangements or pledges of securities of the Company, which may result in a change in control of the Company.
DISSENTER'S RIGHTS OF APPRAISAL
The stockholders have no dissenter's rights of appraisal.
AMENDMENT TO THE ARTICLES OF INCORPORATION
On July 12, 2005, the majority stockholders of the Company authorized an amendment to the Company's certificate of incorporation to decrease the number of authorized shares of common stock from 5,000,000,000 to 2,000,000,000. The Company currently has authorized capital stock of 5,000,000,000 shares of common stock and approximately 36,275,219 shares of common stock are outstanding as of the Record Date. The Board believes that the decrease in authorized shares would still provide the Company with a sufficient amount of authorized shares with respect to the Company's capital structure.
REASON FOR THE DECREASE IN AUTHORIZED COMMON STOCK
This amendment will not alter the current number of issued shares. The relative rights and limitations of the shares of common stock would remain unchanged under this proposal.
The decrease in the number of authorized but unissued shares of common stock would adequately enable the Company, without further stockholder approval, to issue shares from time to time as may be required for proper business purposes, such as raising additional capital for ongoing operations, business and asset acquisitions, stock splits and dividends, present and future employee benefit programs and other corporate purposes.
The proposed decrease in the authorized number of shares of Common Stock could have a number of effects on the Company and it's stockholders depending upon the exact nature and circumstances of any actual issuance of authorized but unissued shares. Primarily, the proposed decrease in the authorized number of shares of Common Stock would more accurately represent, and be more in line with, a realistic capital structure for a company of our size.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-KSB and 10-QSB (the "1934 Act Filings") with the Securities and Exchange Commission (the "Commission"). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").
The following documents as filed with the Commission by the Company are incorporated herein by reference:
1. Annual Report on Form 10-KSB for the year ending June 30, 2004; and
2. Quarterly Report on Form 10QSB for the period ending March 31, 2005
The Company will furnish a copy of any exhibit thereto or other information upon request by a stockholder to the Company's principal offices at 143 Triunfo Canyon Road, Suite 104 Westlake Village, CA 91361, attn: Edward W. Withrow III
By Order of the Board of Directors,
/s/ Edward W. Withrow III ---------------------------------------- CEO, Director
Westlake Village, CA September 10, 2005
Exhibit A CERTIFICATE OF AMENDMENT
STATE of DELAWARE CERTIFICATE of AMENDMENT of CERTIFICATE of INCORPORATION of Addison-Davis Diagnostics, Inc.
|_| First: The Board of Directors and a majority of the stockholders of Addison-Davis Diagnostics, Inc., a Delaware corporation (the "Corporation"), duly resolved and adopted a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing the Article thereof numbered "FOURTH" so that, as amended, said Article shall be and read as follows:
"This Corporation is authorized to issue one class of stock, which is the Common Stock of this Corporation. The total number of shares which this Corporation is authorized to issue is 2,000,000,000 shares of Common Stock. The Common Stock shall have a par value of $0.001 per share."
|_| Second: That the foregoing resolution was adopted pursuant to a joint written consent of the Corporation's Board of Directors and majority of stockholders, such consent of stockholders being in accordance with Section 228 of the General Corporation Law of the State of Delaware, and that the holders of the necessary number of shares entitled to vote on this matter duly executed such written consent.
|_| Third: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
|_| Fourth: That the capital of the Corporation shall not be reduced under or by reason of said amendment.
IN WITNESS WHEREOF, the undersigned Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be signed by a duly authorized officer this 30th day of September 2005.
posted
No they will be reducing the Number of shares down. Less shares to buy means stock can move higher alot more easly as the demand for there stock increases.
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Sep 26, 2005 (M2 EQUITYBITES via COMTEX) -- Addison-Davis Diagnostics Inc (OTC BB:ADDI.OB), a diagnostic test company, announced on Friday (23 September) that it has received funding of USD750,000.
The company intends to use the proceeds from the funding to further its over-the-counter sales programme for the "Parents' Tool" Drug Test Program and its Drug Stop product with the goal of a national distribution campaign in the US.
The company also plans to implement the "Parents' Tool" interactive web portal which will allow parents to interact directly and find information to help keep children drug-free.
Addison-Davis said that the goal is to execute its business plan and produce results for its shareholders.
Comments on this story may be sent to admin@m2.com
posted
It only means something if they issue any of the A/S. It is like a store raising prices 60% on a Friday, and Monday marking prices down and advertising a 60% off sale. 2B, 5B, what's the difference? The danger is when they use those shares to finance business and dilute the stock. The SEC filings gives them the green light to do that.
quote:Originally posted by EverGreen: strange news....
reducing AS from 5B to 2B when OS is only 37m doesn't chage anything
quote:Originally posted by Persia: Nothing is happening. Why?
-------------------- A million seconds is 13 days. A billion seconds is 31 years.
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WESTLAKE VILLAGE, CA--(MARKET WIRE)--Sep 13, 2005 -- Addison-Davis Diagnostics, Inc. (OTC BB:ADDI.OB - News) is pleased to announce that they have secured $750,000 in financing. The Company has concluded negotiations and terms are to be released upon closing. The Company expects the financing to close the week ending September 16, 2005. ADVERTISEMENT
"The present financing will allow Addison-Davis to execute its awareness campaign of its new Parents' Tool Drug Test Program," stated Edward W. Withrow III, CEO of Addison-Davis.
The "Parents Tool" Drug Test, a self-contained NIDA (National Institute of Drug Abuse) 5-panel drug test, will be marketed by national retail chains throughout the United States. The "Parents Tool" drug test will screen for Amphetamines (Crystal Meth), Cocaine, Opiates, Phencyclidine (PCP) and Marijuana (THC).
WESTLAKE VILLAGE, CA--(MARKET WIRE)--Sep 23, 2005 -- Addison-Davis Diagnostics, Inc. (OTC BB:ADDI.OB - News) is pleased to announce that they have received funding from their $750,000 financing. ADVERTISEMENT
The proceeds from the funding will be utilized to further its over the counter sales program for the "Parents' Tool" Drug Test Program and its Drug Stop product with the goal of a national distribution campaign. Addison-Davis will also be implementing the "Parents' Tool" interactive web portal which will allow parents to log on to chat, look up information, find local programs, and even post blogs all designed to help keep their children drug-free.
"We are very excited about getting this web portal up and running. The monies we received will enable us to execute our business plan and produce real results for our shareholders," stated Edward W. Withrow III, CEO of Addison-Davis.
The "Parents' Tool" Drug Test, a self-contained NIDA (National Institute of Drug Abuse) 5-panel drug test is to be marketed by national retail chains throughout the United States. The "Parents' Tool" drug test will screen for Amphetamines (Crystal Meth), Cocaine, Opiates, Phencyclidine (PCP) and Marijuana (THC).
Anyone want to interpret those PR's for me? Week of the 16th has come and gone. Did I miss the terms of agreement? Next PR says the received funding from their $750,000 financing. Is that the disclosure of the terms? No detail? I do see a lot of balh, blah, blah about the product. I see A/S at 2B, financing for $750,000, but I don't see any detail regarding the terms of that financing. Think that O/S will stay at 37M, or do you think they'll be trading some of those 2B A/S for that $750,000? I'm not sure, can someone that knows more help me out, or tell me what I might be missing here?
-------------------- A million seconds is 13 days. A billion seconds is 31 years.
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posted
I posted a link to that SB-2 further up this page. From that SB-2:
THE OFFERING We are registering 688,757,920 shares of our common stock for sale by the shareholders identified in the section of this prospectus titled "Selling Shareholders". The shares have not yet been, but that may be, issued to designated selling shareholders upon the conversion of our 10% Callable Secured Convertible Note, and/or the exercise of warrants. Information regarding the notes and the warrants is included in the section of this prospectus titled "Description of Securities to be Registered".
Nah, they ain't getting ready to dilute anything.
-------------------- A million seconds is 13 days. A billion seconds is 31 years.
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posted
Thanks FoT, that makes things a lot clearer regarding the SEC Filings. Here's my point. This thing is being set for dilution without a doubt. It is an IN/OUT short term play. Some of the newer folks, like the ones still holding GRDX, will see the intial bounce or gain in the PPS, and jump in. Then the company will dilute the crap out of it. It will be too late for the new kids on the block because they'll get caught in the hype of: "this gonna hit .05 / .10"' or "this chart is smoking, ready to explode". By that time the experienced investors will be long gone, and the thread will go quiet leaving only the ones who got caught in the hype saying, "why is this going down", "what happened". Then they'll be pissing and moaning at you again. That's not your fault, FoT, it is their fault for not reading the PR's and understanding what's missing, for not reading and understanding what the SB-2 and PRE 14-C means, and for not knowing when to get out. This can run a bit, so what you are saying is true, but I think the inexperienced are also entitled to know there is risk her, big risk, and to understand why. Sorta, kinda, fair and balanced presentation.
However, they just received $750k in cash to fund their advertising. I don't see the need right now for any dilution by the company, and I am comfortable holding ADDI for a while longer.
IMHO, the availability to dilute in the future may be necessary to pay for the inital orders of their product. They have to pay for the product to put on the shelves, which takes up front capital to fund. They may / may not have that funding, and selling of stock may be necessary at that time to pay for the initial stocking of shelves.
in looking at the chart, we see 4 days during the past month of 5 mill volume with a big drop. These IMHO are probably days that they did dilute and raise some capital. All told, from those 4 days, I guess the company raised about $200k in cash to keep them going, but as I stated ealier, they now have funding in hand and dilution is not occuring!
-------------------- A good friend will bail you out of Jail. A great friend will be sitting next to you saying... Damn that was fun! :)
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posted
Maybe I am missing something? Where did the $750K come from? What are the terms of that funding? IMHO it is a short term play, not one to get greedy with.
-------------------- A million seconds is 13 days. A billion seconds is 31 years.
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quote:Originally posted by will: Maybe I am missing something? Where did the $750K come from? What are the terms of that funding? IMHO it is a short term play, not one to get greedy with.
My guess is that they issued restricted shares in exchange for the capital.
-------------------- A good friend will bail you out of Jail. A great friend will be sitting next to you saying... Damn that was fun! :)
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posted
Restricted? We don't know that for sure though, do we? We were supposed to know the week of Sept 16 when they disclosed the terms of the funding. Think that 688M SB-2 might have linkage to it? I'm not too good at reading those filings, and I could be assuming things that have no connection. Just seemed weird that they promised detail of the funding, and I didn't see it, but I did see the SB-2 and the PRE 14-C.
-------------------- A million seconds is 13 days. A billion seconds is 31 years.
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posted
read the SB-2...this is an on-going dilution form it has 5 differant groups of stock going into the o/s for cash. there is no set date so it can jump in small batches or all at once. 235,294,118, 268,255,068, 84,491,086, 6,600,000, 94,117,648 for a grand total of 688,757,920 shares. these shares are to pay convertable notes & debts thus financing. this is where the money came from because nobody gets par value for shares. the company gets maybe 70%. watch the pps for big volume & sideways pps.
-------------------- "keep your stick on the ice & your cup firmly in place"
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quote:Originally posted by will: Thanks FoT, that makes things a lot clearer regarding the SEC Filings. Here's my point. This thing is being set for dilution without a doubt. It is an IN/OUT short term play. Some of the newer folks, like the ones still holding GRDX, will see the intial bounce or gain in the PPS, and jump in. Then the company will dilute the crap out of it. It will be too late for the new kids on the block because they'll get caught in the hype of: "this gonna hit .05 / .10"' or "this chart is smoking, ready to explode". By that time the experienced investors will be long gone, and the thread will go quiet leaving only the ones who got caught in the hype saying, "why is this going down", "what happened". Then they'll be pissing and moaning at you again. That's not your fault, FoT, it is their fault for not reading the PR's and understanding what's missing, for not reading and understanding what the SB-2 and PRE 14-C means, and for not knowing when to get out. This can run a bit, so what you are saying is true, but I think the inexperienced are also entitled to know there is risk her, big risk, and to understand why. Sorta, kinda, fair and balanced presentation.
posted
if you read the SB-2 you see they are offering these shares to companies that already own shares. 12 total ppl or companies are involved. they currently own about 20 million shares. they are being offered shares at differant discounts depending on how many they buy. 3 of these companies can buy shares as low as .005. the highest price anyone would pay is .015. nothing says these deals have been completed & it says they are figuring the total number of shares at 200% because of pps drop. if all sold at .015 it would only be 315 million shares. it also says the dilution might not stop there but they would file again if they added more then the 630 million shares included in this SB-2. the reason is they lost a lawsuit over the Drup-Stop product & had to re-buy selling rights. they also need money to buy selling rights to other products.
-------------------- "keep your stick on the ice & your cup firmly in place"
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posted
Let's see, a company supports a pps of .025 with a 45 million o/s. Now that o/s is going to be raised to almost 700 million which could be bought for as low as .005? What do you suppose is going to happen to the pps? While you might see some very short bumps, it's going one direction, south.
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Well, FoT is going to call the IR person tomorrow. I'm sure he'll ask about the SB-2 and get all the detail and post an explanation for everyone's benefit.
-------------------- A million seconds is 13 days. A billion seconds is 31 years.
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posted
Better be one helluv an explanation. A company that has 45 million outstanding and trades at .025 simply cannot trade at that same level when the o/s is raised by a factor of 15. It's just not possible.
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posted
Oh, I meant to ask you, FoT, if you ever got back with Matt?
quote:Originally posted by FatherOfTwo: nice movement yesterday and the charts are continuing to look better!
Matt from Apple returned my phone message from last week and he left me a message. I may check in with him on Monday to see what is up....
My guess is that with the funding announcement Friday, the ad campaign announcement is right around the corner. The announcement will probably detail how they will be advertising (TV, print, internet, etc) and detailing the National Chain(s) that will carry their product... i.e What purpose is an ad campaign if you don't tell people where they can buy the product?!?
the action on Friday shows this is a low floater (8 million Float, 45 million O/S) and it moves well on low volume buying pressure. Last I checked, it is still on the SHO list, which means a short squeeze is also coming soon!
-------------------- A million seconds is 13 days. A billion seconds is 31 years.
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