posted
Heck I dont know whether to ahead and sell now or buy more with this stock allways droping back down to .022 and then shooting back up .03. Feel like I am playing a crap shoot with this one.
Posts: 162 | From: Acworth | Registered: Aug 2005
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posted
I for-one would be pleased to recieve any responce from any current shareholder in this stock. I would like to know if anyone besides Fatherof2 has spoken to the CEO of this company? The reason why I'd ask a question like that is because of a comment made by the CEO when I called his cell phone number last week wednesday. I for on have depended on stock advice from members like Fatherof2 but it has become aprant to me that he might have been in on this R/S issue and moved on to a new stock to cause more damage. I've seen all the bashing and I would like to comment without being bashed myself. Fatherof2 seemed to jump of this thread very quickly and turn focus on ADDI which apears to be another trap all over again. He has been confronted by senior member's and his only responce was the post a link to a chart and say the chart looked good. Everyone knows him for being a very good play caller and DD analizer but how can you forget to read the SEC filen time after time. I believe favortizm has played a major role on why he is still here and has not been banned as of yet. He clearly doesn't know what he is doing and it has cost us money more then once. I have now invested in microcaptrade t ofind runners and I am very happy with what I have seen so far. I believe pennies are a risk all on it's own and to play someone's pick who is dishonest adds even more danger to the plays. I've seen the conversation he posted with a member whom is hated on this board (momo) and no one has spoke out about that. Fatherof2 knew he would lose support with the r/s of GRDX so he turned to a group leader to help him with volume only to be turned down. I am aware that people might call me momo or a momo lover, but I am inpartical supporter of this stock. I've read all those post about Momo and it appears to me he made one bad call and was booted right after. Why is it Fatherof2 has the lives of 10 cats and post freely and even cut deals with our enemie Momo and yet still be allowed to post? Someone please answer these question. Thank you, Tim
Posts: 37 | From: belgium | Registered: Aug 2005
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posted
Well I have decided not going to try and speculate own what a stock will do from day to day but instead going to try and have some faith and hope that each day is positive with the stocks I am Invested. Today Hope this one makes a nice move upward.
Well I try not to Contact the CEOS they are just like the MOMO they will do there best to sell me own there Company to. Instead just do DD and now more research than before.
Posts: 162 | From: Acworth | Registered: Aug 2005
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posted
Chart is looking very good this morning. for the Last 2 weeks ADDI has traded between .02 and .03. This looks to be a solid entry point. With any solid news or upswing in volume could have a 100% day.
Posts: 162 | From: Acworth | Registered: Aug 2005
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posted
Well lets see this morning when the Bid Vs Ask price comes out how much these shares got diluted. Or is it possible that everyone who sold off yesterday and might have taken a loss will be kicking themselves in the ass this morning,
Posts: 162 | From: Acworth | Registered: Aug 2005
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posted
Shares decreased from 5,000,000,000 to 2,000,000,000. Which now means less stock to be bought and with that in mind the more the flucuation in the Price. High volume in buying will move this stock up signifacantly. Also can be said with High Selling, cause the price to go lower.
For those of you who put messages out own this Board stating that the shares were being diluted.
Learn how to read and Interpret what you read. And for those of you who posted in order to confuse people to try and create a sell off. well I am sure you can guess what my opinion is of you.
Posts: 162 | From: Acworth | Registered: Aug 2005
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Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check the appropriate box:
|_| Preliminary Information Statement
|X| Definitive Information Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
ADDISON-DAVIS DIAGNOSTICS, INC.
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the Appropriate Box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which the transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials
|_| check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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 29, 2005 Westlake Village, CA
This information statement has been mailed on or about September 29, 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 October 19, 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.
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 October 19, 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 October 19, 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.
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 Edward 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.
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. Additionally, the proposed decrease in the authorized number of shares of Common Stock would prevent a disproportionately high franchise tax by lowering the Company's annual Delaware franchise tax obligations. The Board believes that the capital structure modifications and financial benefits offered by the amendment outweigh any disadvantages.
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
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 __th day of October 2005.
PART I Item 1. Description of Business Item 2. Description of Property Item 3. Legal Proceedings Item 4. Submission of Matters to a Vote of Security Holders PART II Item 5. Market for the Registrant's Common Equity and Related ... Item 6. Management's Discussion and Analysis or Plan of Oper ... Results of Operations Liquidity and Capital Resources Item 7. Financial Statements Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm Balance Sheet Income Statement Cash Flow Note 14 - Subsequent Events (unaudited) Item 8. Changes in and Disagreements with Accountants on Accounting ... Item 8a. Controls and Procedures Item 8b. Other Information PART III Item 9. Directors, Executive Officers, Promoters and Control ... Item 10. Executive Compensation Compensation Table Item 11. Security Ownership of Certain Beneficial Owners and ... Item 12. Certain Relationships and Related Transactions Item 14. Principal Accountant Fees and Services
Posts: 162 | From: Acworth | Registered: Aug 2005
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posted
To review any of these 2 news articles released please goto pinksheets.com I do not know why it has not been posted in other stock monitoring websites. I have read and reveiwed all this information and I am growing more and more optimistic with this company each and every passing day. Do your own DD though.
Posts: 162 | From: Acworth | Registered: Aug 2005
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posted
Addison-Davis Diagnostics Receives Second Purchase Order From Miami-Dade County for "Drug-Stop"
WESTLAKE VILLAGE, CA, Oct 03, 2005 (MARKET WIRE via COMTEX) -- Addison-Davis Diagnostics, Inc. (OTC BB: ADDI) is pleased to announce that they have already received their second purchase order from Miami-Dade County, FL. This time the purchase order is for the Internal Affairs Department. In August, Addison-Davis was awarded a bid to exclusively supply "Drug Stop," the Addison-Davis on site drug screening test, to the Turner Guilford Knight Correctional Center. The Turner Guilford Knight Correctional Center has 1300 beds for male and female inmates of various levels of custody and has an active drug-testing program. "We are excited that we are expanding our relationship to the other departments within the county. To have our second purchase order within 2 months says a lot," stated Edward Withrow, CEO of Addison-Davis Diagnostics, Inc.
"Drug Stop" has already received 510K and Over-The-Counter Clearance from the FDA. "Drug Stop" is a self-regulating urine specimen test using the latest on-site drug screening technology. The process used by the "Drug Stop" product is one of the easiest to use on-site drug screening tests. Addison-Davis is targeting the $2.2 Billion substance abuse market with "Drug Stop."
About Addison-Davis
Addison-Davis Diagnostics, Inc. is responding to industry demands by supplying quick response diagnostic tests that are user friendly, produce fast simple results and are less costly, less problematic and less time consuming. Addison-Davis is currently focused on bringing fast and reliable "Point-of-care" Diagnostic Testing through the use of its patented technology to Healthcare Professionals, Hospitals, certain branches of the Government and the Workplace environment for drugs-of-abuse and medical conditions and diseases.
For more information please visit our website www.addisondavis.com or contact Matt Maguire at 1-866 THE APPL(E)
Safe Harbor
This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 27E of the Securities Act of 1934. Statements contained in this release that are not historical facts may be deemed to be forward-looking statements. Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results may differ materially from that projected or suggested herein due to certain risks and uncertainties including, without limitation, ability to obtain financing and regulatory and shareholder approvals for anticipated actions.
Distributed by Filing Services Canada and retransmitted by Market Wire
haha anyways, quick question, I go to pinksheets.com and look this stock up and the chart shows it was at 2500.00 a share in January of 2003? is this correct or do my eyes deceive me?
Anyways I really like what this company does and I can really see it getting big, I will probably buy around 10,000 shares, has anyone been following it for a while and want to give me any input?
Thanks, Ben
Posts: 113 | From: Toronto | Registered: Oct 2005
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Hey ben the stock was not at 2500 a share im not sure because i dont follow this stock much but im almost positive that there had to be a Reverse Split somewhere back in the past probably 1/1000 or something and that is why you would see the past pps as that price , I personally am not in the company and dont plan on getting in the company i dont like some of the pending paper work filled out by the company and am a little worried about future dilition in the stock . But its up to you , ive made a lot of decsions listening to other people and have lost and dident get in when my gut feeling told me to and i would of made a ton so do what your gut is telling you to do on this one and best of luck to you !!
Posts: 1011 | From: ct | Registered: Mar 2005
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posted
I am attaching this QUOTE from the DEF 14C. That way everone will know there is being no DIlution in this STOCK. It clearly STATES a Reduction in OUTSTANDINGS SHARES. Hopefully this will Eleviate any confusion.
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. Additionally, the proposed decrease in the authorized number of shares of Common Stock would prevent a disproportionately high franchise tax by lowering the Company's annual Delaware franchise tax obligations. The Board believes that the capital structure modifications and financial benefits offered by the amendment outweigh any disadvantages.
I truly hope this clarifies any Mis-Conecption that anyone may have.
Posts: 162 | From: Acworth | Registered: Aug 2005
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Looks as if things are shaping up for a nice rebound today. Hopefullly can get back to .03. or atleast close to it.
Posts: 162 | From: Acworth | Registered: Aug 2005
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posted
I do not understand more Shares bought than SOld and yet price keeps going down. Can anyone explain this to me.
Posts: 162 | From: Acworth | Registered: Aug 2005
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Crazy Volume. But still do not understand how price is going down against all the buying.
Posts: 162 | From: Acworth | Registered: Aug 2005
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Is there some other driving factor than cause a stock to drop in price with heavy buying against little selling,
Posts: 162 | From: Acworth | Registered: Aug 2005
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Well this STock got very Quite all of a sudden. I think it might be setting itself up for a BIG POP, and I mean Big. Definatly has hit Bottom Now.
Posts: 162 | From: Acworth | Registered: Aug 2005
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posted
Bid ask now .019 x .020. That is with no Volume. This Stock I am learning is very hard to Interpert. So Now just Crossing Fingers LOL.
Posts: 162 | From: Acworth | Registered: Aug 2005
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posted
Hopefully today will be a coninuation off yesterdays bottom. If so I beleive we could see a Big Run Up today. If not back to crossing my fingers for some luck. LOL.
Posts: 162 | From: Acworth | Registered: Aug 2005
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Looks like the Breakout is getting started. Wish I had some more money to get in with right now. Well maybe the 22,000 shares I do own can make me some nice profits. But I do beleive in the beginning of a BIG RUN>
Posts: 162 | From: Acworth | Registered: Aug 2005
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Jd you can change your name in GoldFinger(007) lol
quote:Originally posted by Jdaniel9: Hopefully today will be a coninuation off yesterdays bottom. If so I beleive we could see a Big Run Up today. If not back to crossing my fingers for some luck. LOL.
posted
I am posting the 3 Month Chart for ADDI. Chart clearly shows we are at a bottom. Also shows when this Stock Trends Upwards it moves Big. Easy 100% Gains.
posted
Hopefully get a little positive movement today. Then let next week bring in the Big Run Upwards.
Posts: 162 | From: Acworth | Registered: Aug 2005
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posted
Looks like everyone is sitting back and waiting own ADDI for some Positive News. I beleive this is the best entry point anyone could ask for. I will be buying more today myself.
Posts: 162 | From: Acworth | Registered: Aug 2005
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posted
Boy wish ADDI would get the Volume WDAM is getting. Would send ADDI to the moon if that happened. Maybe in due time it will Happen.
Posts: 162 | From: Acworth | Registered: Aug 2005
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