posted
Look at the price of ONTV as it continues to rise. If it was actually "confirmed" right at this moment by SSTY that we own a few million shares of ONTV from this past aquisition, I would feel better right now. BUT NOOOOOOOOOOOOO..... The SSTY Board decides to be as quiet as mice. C'MON!!! Speak to US!!!
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posted
Yeah I know that it is strange that they said that they would be releasing the PR about the dividend shares but it has been a week and nothing. They need to hurry up and release the PR about it. Or we all just need to e'mail SSTY and ask them when they are going to release the PR about the Dividend shares.
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posted
the grey's are really testing my patience these days... this is total BS.
but hopefully i can get a buy order in at 0.001 to 0.0015 by the time yesterday's deposit clears into non-marginable funds in my Ameritrade acount. is anyone else trying to average down? im at $0.00283601
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i am confused, ONTV will be issuing dividends but SSTY is no where in sight! does this mean that people who own ONTV right now will get 1:1 divy of ONTV's two subsidiaries? or will ONTV be TPID by then... what the hell is going on?! DAMN THIS MESS!
hopefully, there are some extreme mis-communications here and either 3/31 or 4/30 is the paydate of SSTY->TPID
imagine the dilution by then... omg ::rubs forehead::
im pretty sure SSTY doesn't show up on there because they are Grey...
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I agree with Filthy's comment on "DAMN THIS MESS"! This aquisition of ONTV has been more confusing than any other aquisition I've ever been through from what I can recall. I'm still proud to be a SSTY shareholder BUT Big Daddy J. Mackay needs to SPEAK on what the hell is going on. Nomatter what, please don't make us shareholders wait yet another month for the next PR!!!
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posted
I completely agree that the shareholders should get some news from the ceo. Or I really think that all of the shareholders should e'mail ssty to try to get a response from the company. Because if we all e'mail them with the same question they will eventually get tired of people e'mailing them and maybe they will release a pr because we all pulled together last time with the same e'mail and we got a response from SSTY.
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posted
Well Brother Kane31..... Right now at 11:48 West Coast Time, SSTY's PPS is at 0.004 with a 166% gain. BUT we all know that's not going to last too long. I already know the next trade placed will make the PPS go back down to 0.001 or a bit higher like 0.0013 or something close to that.
posted
Do you think SSTY has landed contracts recently, but they are waiting for TPID to take into affect? For awhile there it seemed like they were getting new contracts every other week, but once they announced TPID stock nothing.
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quote:Originally posted by WangChung73: Well Brother Kane31..... Right now at 11:48 West Coast Time, SSTY's PPS is at 0.004 with a 166% gain. BUT we all know that's not going to last too long. I already know the next trade placed will make the PPS go back down to 0.001 or a bit higher like 0.0013 or something close to that.
What is Scottrade NOT doing?
Just as I thought. SSTY closes at 0.0014, lower than the previous day. It just could NOT remain at 0.004. I would actually feel a lil better over the weekend if it did close at 0.004. Anyway, here comes the weekend. Now, gotta wait til Monday to play this SSTY mind game.
MCJA..... We all know that SSTY currently has several contracts, I think mostly with the Chinese Government. What I'm hoping for is that they are still signing plenty of NEW contracts and they will hopefully tell us within the days or weeks to come.
At one time late last year, I thought SSTY was one company that was great with communicating with shareholders with more frequent PRs and video releases. Lately, I must say "JEERS" to SSTY for the lack of communications with the owners of this company. With a HUGE aquisition of an OTCBB company like ONTV, you would think we would know more by now but we don't. Big Daddy Chairman, J. Mackay needs to get back in front of that camera and GIVE US some VITAL INFO!!! Don't get me wrong... I'm a "DIE HARD" for SSTY and I still love this company and love the nature of its business. HOLDING SSTY LONG and with all the patience I have left in me, I will prosper - ALL OF US WILL PROSPER AT THE END!
posted
why does the pps always jump around from .001 to .004 ? I feel I bought a POS. I cant even sell between .002 or .003 when its at its high of .004. This company has such a wide range in pps everyday, something dosent seem right.
Sorry, maybe I dont know something that you all do. But I feel ripped off....... I guess I'll see. Since I havent been able to sell for .002 , I'll hold.
*** Has anyone sold, if so, at what PPS?????***
I hope I didn't make a mistake, you all seem so positive,,,, GL
-------------------- "We're just all victims of soicumstance." The 3 Stooges
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posted
BJ... All I can tell you is SSTY is still currently in the "Grey Sheet" market and others have explained that is one of the reasons the stock keeps jumping between 0.001 & 0.004. I think if you'd like to sell at a limit price, set a limit GTC sell order, and forget it. A while ago, it took me over 3 weeks to get a buy order to execute so it may take one day to 3 to 4 weeks to sell whatever amount of shares you'd like to sell. Remember, almost ALL the 0.004 trades are very low in volume such as 5,000 or 100,000 shares traded at that price so you may not be able to sell at 0.004 right now. We lose patience easily as microcap stock traders, I know, but just hang in there. I have 8 million shares in this company and I'm willing to risk it all just to get that huge reward at the end. Many others are doing the same. It's totally up to you so best of luck!
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posted
Thanks for your post, Your right, I tend to forget at times that there is always a potential for a great payoff. I ve decided to hang in there, keep the shares and will see what happens...
Thanks for thr reply
quote:Originally posted by WangChung73: BJ... All I can tell you is SSTY is still currently in the "Grey Sheet" market and others have explained that is one of the reasons the stock keeps jumping between 0.001 & 0.004. I think if you'd like to sell at a limit price, set a limit GTC sell order, and forget it. A while ago, it took me over 3 weeks to get a buy order to execute so it may take one day to 3 to 4 weeks to sell whatever amount of shares you'd like to sell. Remember, almost ALL the 0.004 trades are very low in volume such as 5,000 or 100,000 shares traded at that price so you may not be able to sell at 0.004 right now. We lose patience easily as microcap stock traders, I know, but just hang in there. I have 8 million shares in this company and I'm willing to risk it all just to get that huge reward at the end. Many others are doing the same. It's totally up to you so best of luck!
-------------------- "We're just all victims of soicumstance." The 3 Stooges
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posted
Thursday, March 23rd, 2006, 11:42 PM Pacific Time
This is an email I had just sent to SSTY and SSTY President, Michael Cimino. I will even print a copy of this letter and mail it directly to their offices in Philadelphia and HOPEFULLY I'll get a reply from the company or even Cimino. If and when I do get a reply, all my SSTY brothers and sisters here will be the first ones to see the response from SSTY. Let's hope they'll write back.
Good day Mr. Michael Cimino, Mr. James Mackay, ladies and gentlemen of Sure Trace Security Corporation.
I've been a shareholder of SSTY since September of 2005 and I'm very proud to be an owner of the company. However, there are quite a few concerns of recent events within the company such as:
1. The acquisition of ONTV. I'm mostly confused of this recent acquisition of ONTV because this company sells "As Seen On TV" products. Is SSTY going into the "As Seen On TV" business? OR is SSTY going to shut down ONTV operations completely and solely begin the "birth" of TPID-USA? How is this all going to work?
2. SSTY Chairman, James Mackay, back in January, in a video release to shareholders had previously mentioned that as soon as financial papers that were lost and/or destroyed by former, corrupted executives during the SSTY scandal back in August of 2005 were recovered, SSTY would be listed onto the OTCBB exchange most likely in January. Well, it's already late March now and SSTY is still in the "GREY" Market. What is the current status of SSTY being listed onto the OTCBB exchange? Has this plan now been disregarded because of the acquisition of an existing OTCBB Corporation such as ONTV?
3. I'd like as much information on what stake percentage of ONTV are current shareholders of SSTY are going to be receiving from the company's closing of the acquisition of ONTV? For example, if currently own 8 million shares of SSTY. How many "dividend shares" am I qualified to receive? How do I go upon transferring these "dividend shares" under my name, street address and so on? OR will everything be automatically transferred into our brokerage house accounts for ALL CURRENT SSTY shareholders so therefore we won't need to do anything?
4. Possibly the most FREQUENTLY ASKED QUESTION: I'd like to hear the entire SSTY Executive Board tell the SSTY Shareholders that, "THERE WILL BE NO REVERSE SPLIT" anytime in the year of 2006 or after. Again, here's the question of the hour..... IS SSTY INDEED "FREE" FROM ANY AND ALL REVERSE SPLITS AT LEAST WITHIN THE ENTIRE YEAR OF 2006 OR EVEN AFTER 2006??? Personally, I believe that would be the greatest downfall for ALL SSTY shareholders and the loss of total interest from current SSTY shareholders leading to liquidation our holdings and interest with the company should a reverse split was decided on within the SSTY Executive Board. SSTY President, Michael Cimino back in November had stated, "NO REVERSE SPLIT" in a live telephone conference and I would like to know if the SSTY President is keeping his word on that.
5. In previous video releases, Chairman, James Mackay had mentioned more than once how Sure Trace Security Corporation is infact or "will" become a "BLUE CHIP" company and should be at least a 50 cent stock within the near future. Please clarify and/or elaborate on how long it means when he stated "near future". A year? 2 years? 5 years? 10 years? With the "BILLION" dollar plus revuenue quota SSTY is supposedly going to make in the year of 2006, it sounds like it should be that long for SSTY to go to at least 50 cents, am I correct? The SSTY shareholders would like to know more on this topic.
6. For the last 2 to 3 months since the beginning of the year, the price per share of SSTY has consistently fluctuated between the prices of $0.001 to $0.004. Why is it doing that and WHY hasn't SSTY's price per share value increased "dramatically" with all the Chinese Joint Ventures, the French Police Ventures, The Government Contracts, The recent closing of the ONTV acquisition and so on.....
7. The Chairman has mention the plan to "avoid" dilution of company shares. Mr. Chairman... This one's for you... As a SSTY shareholder yourself, why has SSTY continued to dilute more shares after you had mention the "plan to avoid" any further dilution?
8. Throughout the trading session on certain days, I notice some individuals or market makers or maybe even SSTY insiders (pure speculation on my part) are trading extremely low amount of shares to bump the price up and down all day. For example, for a while during the last few months, some character was placing trades for 666 shares at a higher price let's say $0.004 right before the stock market would close right around 3:58 to 3:59 P.M. That was going on for the longest time almost on a daily basis from Monday to Friday. You honestly believe a serious stock trader would make a purchase of 666 SSTY shares at $0.004 for the amount of $2.66 plus a hefty commission fee from a stock brokerage house on a daily basis or every other day? I think not. If SSTY can provide any information regarding this matter, the Shareholders would like to know. Extremely low volume trades like buying 666 shares of SSTY right before the market closes make everything look suspicious. If you can provide an explanation on what kind of trading activity this is, we would like to know.
9. I can't recall this but did SSTY pay "all cash" for the purchase of ONTV? Since SSTY is infact a "billion" dollar corporation, it should not have any problems making acquistions of other corporations by using "CASH" for their purchases. Am I correct? The SSTY shareholders would like to know.
Thank you for your time and cooperation. If I have anymore questions and/or concerns, I'll be sure to email you again. Your reply is very important and mostly appreciated.
My first and last name, SSTY Shareholder
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Wish all of us luck with a "DETAILED" reply from ANYONE, ANYONE from SSTY even if it means the janitor. I bet you even the SSTY janitor is a SSTY shareholder and probably knows WAY MORE than we all do! WE NEED ANSWERS!!!
If I do get a reply, you bet I'll be posting it here FIRST for the SSTY brothers and sisters who have kept their faith, that have stuck around and still believe in this "blue chip" company!
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posted
Here's a "revised" letter I emailed to SSTY with minor punctuation and spelling corrections.
Also, be advised I sent a copy of this letter to the SSTY Corporate Offices in Philadelphia just now and it's almost midnight. That goes to show that I AM a SSTY "die hard".
Keep your fingers crossed that I'll get a reply soon from SSTY.
I'm sure I've missed alot of questions and concerns about SSTY so if all you SSTY brothers and sisters can think of anymore questions that I can ask, please let me know on this thread here or you can also private message me as well.
Many thanks to all you SSTY brothers and sisters for continuing to believe and support a great company like Sure Trace Security Corporation!
quote:Originally posted by WangChung73: Thursday, March 23rd, 2006, 11:42 PM Pacific Time
This is an email I had just sent to SSTY and SSTY President, Michael Cimino. I will even print a copy of this letter and mail it directly to their corporate offices in Philadelphia and HOPEFULLY I'll get a reply from the company or even from Michael Cimino. If and when I do get a reply, all my SSTY brothers and sisters here will be the first ones to see the response from SSTY. Let's hope they'll write back.
Good day Mr. Michael Cimino, Mr. James Mackay, ladies and gentlemen of Sure Trace Security Corporation.
I've been a shareholder of SSTY since September of 2005 and I'm very proud to be an owner of the company. However, there are quite a few concerns of recent events within the company such as:
1. The acquisition of ONTV. I'm mostly confused of this recent acquisition of ONTV because this company sells "As Seen On TV" products. Is SSTY going into the "As Seen On TV" business? OR is SSTY going to shut down ONTV operations completely and solely begin the "birth" of TPID-USA? How is this all going to work?
2. SSTY Chairman, James Mackay, back in January, in a video release to shareholders had previously mentioned that as soon as financial papers that were lost and/or destroyed by former, corrupted executives during the SSTY scandal back in August of 2005 were recovered, SSTY would be listed onto the OTCBB exchange most likely in January. Well, it's already late March now and SSTY is still in the "GREY" Market. What is the current status of SSTY being listed onto the OTCBB exchange? Has this plan now been disregarded because of the acquisition of an existing OTCBB Corporation such as ONTV?
3. I'd like as much information on what stake percentage of ONTV are current shareholders of SSTY are going to be receiving from the company's closing of the acquisition of ONTV. For example, if currently own 8 million shares of SSTY. How many "dividend shares" am I qualified to receive? How do I go upon transferring these "dividend shares" under my name, street address and so on? OR will everything be automatically transferred into our brokerage house accounts for ALL CURRENT SSTY shareholders so therefore we won't need to do anything?
4. Possibly the most FREQUENTLY ASKED QUESTION: I'd like to hear the entire SSTY Executive Board tell the SSTY Shareholders that, "THERE WILL BE NO REVERSE SPLIT" anytime in the year of 2006 or after. Again, here's the question of the hour..... IS SSTY INDEED "FREE" FROM ANY AND ALL REVERSE SPLITS AT LEAST WITHIN THE ENTIRE YEAR OF 2006 OR EVEN AFTER 2006??? Personally, I believe that would be the greatest downfall for ALL SSTY shareholders and the loss of total interest from current SSTY shareholders leading to the liquidation of ALL our current holdings with the company should a reverse split was decided on within the SSTY Executive Board. SSTY President, Michael Cimino back in November had stated, "NO REVERSE SPLIT" in a live telephone conference and I would like to know if the SSTY President as well as the Chairman is keeping their word on that.
5. In previous video releases, Chairman, James Mackay had mentioned more than once how Sure Trace Security Corporation is infact or "will" become a "BLUE CHIP" company and should be a "50 cent stock" within the near future. Please clarify and/or elaborate on how long it means when he stated "near future". A year? 2 years? 5 years? 10 years? With the "BILLION" dollar plus revuenue quota SSTY is supposedly going to make in the year of 2006, it sounds like it shouldn't be that long for SSTY to go to at least 50 cents, am I correct? The SSTY shareholders would like to know more on this topic.
6. For the last 2 to 3 months since the beginning of the year, the price per share of SSTY has consistently fluctuated between the prices of $0.001 to $0.004. Why is it doing that and WHY hasn't SSTY's price per share value increased "dramatically" with all the Chinese Joint Ventures, the French Police Ventures, The Chinese Government Contracts, The recent closing of the ONTV acquisition and so on.....
7. The Chairman has mentioned the plan to "avoid" dilution of company shares. Mr. Chairman... This one's for you... As a SSTY shareholder yourself, why has SSTY continued to dilute more shares after you had mention the "plan to avoid" any further dilution?
8. Throughout the trading session on certain days, I notice some individuals or market makers or maybe even SSTY insiders (pure speculation on my part) are trading extremely low amount of shares to bump the price up and down all day. For example, for a while during the last few months, some character was placing trades for 666 shares at a higher price let's say $0.004 right before the stock market would close right around 3:58 to 3:59 P.M. That was going on for the longest time almost on a daily basis from Monday to Friday. You honestly believe a serious stock trader would make a purchase of 666 SSTY shares at $0.004 for the amount of $2.66 plus a hefty commission fee from a stock brokerage house on a daily basis or every other day? I think not. If SSTY can provide any information regarding this matter, the Shareholders would like to know. Extremely low volume trades like buying 666 shares of SSTY right before the market closes make everything look suspicious. If you can provide an explanation on what kind of trading activity this is, we would like to know.
9. I can't recall this but did SSTY pay "all cash" for the purchase of ONTV? Since SSTY is infact a "billion" dollar corporation, it should not have any problems making acquistions of other corporations by using "CASH" for their purchases. Am I correct? The SSTY shareholders would like to know.
Thank you for your time and cooperation. If I have anymore questions and/or concerns, I'll be sure to email you again. Your reply is very important and mostly appreciated.
posted
Wang,I think you know the answer to most of your questions.They are merginging with ONTV to get off the grays.Sometimes people buy a last minute small trade to manipulate sentiment for the stock and also influence stock strategies(************* candlesticks for example).Also most of our real investment will be in the new company so it does not matter much if SSTY is diluted.And you know that SSTY will not be going into the ON tv business and you are being rediculous in asking if they will reverse split.Since most of your questions are so elementary,I dont really think you sent off this letter.I give you more credit than that.
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Entry into a Material Definitive Agreement, Financial Statements and Exhibits
Item 1.01 Entry Into a Material Definitive Agreement On March 16, 2006 the Company acquired a technology license from Sure Trace Security Corporation. The license gives the Company the worldwide rights to manufacture and sell products using Sure Trace's "anti-counterfeiting technology".
With Sure Trace's anti-counterfeiting technology, currency and tangible products can be marked in a way that identifies the government issuing the currency or the manufacturer of the product. The markings provided by Sure Trace cannot be removed or altered.
In consideration for the license, the Company agreed to pay Sure Trace:
o a royalty equal to 7.5% of all amounts received by the Company from the use of the licensed technology,
o $75,000 per month, and
o the amounts Sure Trace has spent over the last 18 months in order to develop the licensed technology, up to a maximum of $600,000. This amount shall be paid in twelve equal installments beginning in April 2006.
The license from Sure Trace expires in March 2011.
In consideration for the license Sure Trace received shares of the Company's capital stock representing approximately 90% of the outstanding securities and voting power of the Company. In addition, certain officers and directors of Sure Trace will become the management of the Company.
Sure Trace is headquartered in Philadelphia, Pennsylvania.
In a related transaction, Sure Trace agreed to purchase the 20,000 shares of the Company's Series A Preferred stock owned by Daniel M. Fasano for $500,000. Payment for the shares is to be made in a series of installments.
Item 9.01 Financial Statements, Exhibits and Pro Forma Financial Information (d) Exhibits
2. Agreement to Issue Stock for Technology License. 10. Agreement to Purchase Shares of Series A Preferred Stock.
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SSTY Releases Further Details of ONTV, Inc. Acquisition
By PR Newswire Last Update: 3/24/2006 9:49:57 AM Data provided by
BEIJING, and PHILADELPHIA, March 24, 2006 /PRNewswire-FirstCall via COMTEX/ -- On March 17, 2006, Sure Trace Security Corporation (SSTY) announced that it had acquired the controlling interest in ONTV, Inc. (ONTV), a company presently trading on the NASDAQ OTC Bulletin Board.
At the time it stated that consideration was in cash and contractual rights.
Sure Trace intends to provide to its stockholders detailed information regarding the business and management of ONTV, which we expect will be renamed True Product ID, Inc. (TPID). In addition, ONTV, which will be under separate day-to-day management from Sure Trace, intends to file important information related to the spin-off with the Securities and Exchange Commission on Form 8- K.
In the meantime, in response to shareholder requests, Sure Trace is providing the following additional information. It is not meant to be a comprehensive disclosure of all material facts concerning either Sure Trace or ONTV. It is limited to a description of the purchase transaction.
The acquisition took the form of the purchase of the common stock of ONTV, the outstanding shares of Class A Preferred Stock, and the outstanding shares of Class B Preferred Stock. The consideration for the common and Class A Preferred Stock was the grant to ONTV of a Master License from Sure Trace to conduct all marketing and administrative rights, duties, responsibilities and obligations presently held by Sure Trace and its subsidiaries (except for those granted/reserved to Sure Trace or other parties prior to closing), including the rights, duties, responsibilities and obligations for the Company's activities in China and the rest of the world. The consideration for the Class B Preferred Stock was a payment of $500,000 to the former Chairman, President and CEO of ONTV. All shares issued to Sure Trace are "restricted" as defined by SEC Rule 144.
In its February 10, 2006 press release, Sure Trace stated an intention to issue to its shareholders, as a dividend, the shares of ONTV acquired in this transaction. The company intends to complete this transaction in full compliance with federal securities laws. In the transaction, Sure Trace acquired 75% of the outstanding shares of ONTV (i.e., 75 million shares, after conversion of preferred shares, of the 100 million authorized). The other approximately 25 million ONTV shares are in the hands of public shareholders of ONTV. In the February 10, 2006 press release, Sure Trace said that it intended to distribute approximately 90% of the common stock of the acquired company. In order to get to that level, the company planned to increase its amount of shares post-acquisition.
At that time the company envisioned issuing an additional 150 million restricted shares to SSTY (after first increasing the authorized shares) so as to bring the total OS to 250 million. That would leave approximately 25 million shares in the float and the company's 225 million would equal the 90% stated. However, for strategic reasons, the plan has changed, in light of the company's intention to not authorize, issue or register any additional free trading shares into the market during the 12-month period following the acquisition. While SSTY will still distribute 100% of the common stock it holds, that would represent 80% of TPID, not 90%. The reasoning is that it became apparent to the company that 25 million shares, which would be the only shares in the float during that time, may not provide enough liquidity in the stock and may inhibit the company in attracting new investors in the open market; therefore we expect that ONTV will issue only 25 million additional restricted shares to Sure Trace, thereby bringing the total outstanding shares to 125 million, and then effectuate a 2:1 forward split, so that Sure Trace would own 200 million restricted shares and the remaining stockholders would own approximately 50 million shares. These 200 million held by SSTY are the shares that will be the subject of the SSTY shareholder dividend at approximately 20:1, that is for approximately every 20 shares of SSTY a shareholder would receive 1 restricted share of ONTV/TPID. They would also retain their shares of SSTY.
Since there were 3,939,517,068 shares of Sure Trace issued and outstanding as of the Record Date, that makes the conversion ratio 19.697:1 (i.e. for every 19.697 shares of SSTY the shareholder is scheduled to get 1 TPID/ONTV) given that there will be 200 million TPID/ONTV shares to distribute. The current plan envisions the dividend shares being issued shortly after 20 days from the date of mailing of the Information Statement. The following is a further illustration of the effect of this planned distribution to SSTY shareholders. The following figures represent the daily moving average of the respective stocks for and as of the five-hour period preceding the close of the market 3/24/06)
Therefore, as of the close of business 3/17/06, approximately $0.033 worth of SSTY would give the shareholders of record approximately an additional $0.10 worth of ONTV stock for free.
Michael Cimino, SSTY's president said: "As our Chairman, James Mackay said previously, we hope to follow this template (that is, shares in the public company will be delivered to SSTY's then-present shareholder base) with at least one other subsidiary of SSTY, Globe Staff. Although no specific plan exists for Globe Staff at this time, we are working diligently toward such an event."
About Sure Trace Security Corporation
Sure Trace produces integrators for anti-counterfeiting and security surveillance applications and is a provider of integrated tracking devices. The Company intends to deliver turnkey solutions for governments, armed forces, and industry, through its own proprietary technology and through aggregating the technology, products, and services of third parties via licensing agreements and/or joint ventures. For more information go to: http://www.suretrace.com.
SAFE HARBOR STATEMENT: This news release contains "forward-looking statements" that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that our products may not achieve customer acceptance or perform as intended, that we may be unable to obtain necessary financing to continue operations and development, and other risks. You should consider these factors in evaluating the forward-looking statements included herein, and not place undue reliance on such statements. The forward-looking statements are made as of the date hereof and Sure Trace undertakes no obligation to update such statements. In August 2005, the common stock of Sure Trace was suspended from trading by the Securities and Exchange Commission, but the suspension ended in accordance with the securities laws after ten days. Management of Sure Trace is currently working with the broker-dealer community and regulators to permit quotations to be entered as soon as possible. More information will be provided to the public when circumstances warrant.
posted
MCJA is that for real SSTY shareholders receive 1 share of ONTV for 20 shares of SSTY , i have seen so many driffrent numbers ,, just wondered,, thanks
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SSTY Releases Further Details of ONTV, Inc. Acquisition Friday March 24, 9:49 am ET
BEIJING, and PHILADELPHIA, March 24 /PRNewswire-FirstCall/ -- On March 17, 2006, Sure Trace Security Corporation (OTC: SSTY - News) announced that it had acquired the controlling interest in ONTV, Inc. (OTC Bulletin Board: ONTV - News), a company presently trading on the NASDAQ OTC Bulletin Board. ADVERTISEMENT
At the time it stated that consideration was in cash and contractual rights.
Sure Trace intends to provide to its stockholders detailed information regarding the business and management of ONTV, which we expect will be renamed True Product ID, Inc. (TPID). In addition, ONTV, which will be under separate day-to-day management from Sure Trace, intends to file important information related to the spin-off with the Securities and Exchange Commission on Form 8- K.
In the meantime, in response to shareholder requests, Sure Trace is providing the following additional information. It is not meant to be a comprehensive disclosure of all material facts concerning either Sure Trace or ONTV. It is limited to a description of the purchase transaction.
The acquisition took the form of the purchase of the common stock of ONTV, the outstanding shares of Class A Preferred Stock, and the outstanding shares of Class B Preferred Stock. The consideration for the common and Class A Preferred Stock was the grant to ONTV of a Master License from Sure Trace to conduct all marketing and administrative rights, duties, responsibilities and obligations presently held by Sure Trace and its subsidiaries (except for those granted/reserved to Sure Trace or other parties prior to closing), including the rights, duties, responsibilities and obligations for the Company's activities in China and the rest of the world. The consideration for the Class B Preferred Stock was a payment of $500,000 to the former Chairman, President and CEO of ONTV. All shares issued to Sure Trace are "restricted" as defined by SEC Rule 144.
In its February 10, 2006 press release, Sure Trace stated an intention to issue to its shareholders, as a dividend, the shares of ONTV acquired in this transaction. The company intends to complete this transaction in full compliance with federal securities laws. In the transaction, Sure Trace acquired 75% of the outstanding shares of ONTV (i.e., 75 million shares, after conversion of preferred shares, of the 100 million authorized). The other approximately 25 million ONTV shares are in the hands of public shareholders of ONTV. In the February 10, 2006 press release, Sure Trace said that it intended to distribute approximately 90% of the common stock of the acquired company. In order to get to that level, the company planned to increase its amount of shares post-acquisition.
At that time the company envisioned issuing an additional 150 million restricted shares to SSTY (after first increasing the authorized shares) so as to bring the total OS to 250 million. That would leave approximately 25 million shares in the float and the company's 225 million would equal the 90% stated. However, for strategic reasons, the plan has changed, in light of the company's intention to not authorize, issue or register any additional free trading shares into the market during the 12-month period following the acquisition. While SSTY will still distribute 100% of the common stock it holds, that would represent 80% of TPID, not 90%. The reasoning is that it became apparent to the company that 25 million shares, which would be the only shares in the float during that time, may not provide enough liquidity in the stock and may inhibit the company in attracting new investors in the open market; therefore we expect that ONTV will issue only 25 million additional restricted shares to Sure Trace, thereby bringing the total outstanding shares to 125 million, and then effectuate a 2:1 forward split, so that Sure Trace would own 200 million restricted shares and the remaining stockholders would own approximately 50 million shares. These 200 million held by SSTY are the shares that will be the subject of the SSTY shareholder dividend at approximately 20:1, that is for approximately every 20 shares of SSTY a shareholder would receive 1 restricted share of ONTV/TPID. They would also retain their shares of SSTY.
Since there were 3,939,517,068 shares of Sure Trace issued and outstanding as of the Record Date, that makes the conversion ratio 19.697:1 (i.e. for every 19.697 shares of SSTY the shareholder is scheduled to get 1 TPID/ONTV) given that there will be 200 million TPID/ONTV shares to distribute. The current plan envisions the dividend shares being issued shortly after 20 days from the date of mailing of the Information Statement. The following is a further illustration of the effect of this planned distribution to SSTY shareholders. The following figures represent the daily moving average of the respective stocks for and as of the five-hour period preceding the close of the market 3/24/06)
19.679 SSTY shares * $0.00169 = $0.033 1.0 ONTV share = $0.099 ($0.1989 adjusted for the split) ----------------------- TOTAL VALUE = $0.1685
Therefore, as of the close of business 3/17/06, approximately $0.033 worth of SSTY would give the shareholders of record approximately an additional $0.10 worth of ONTV stock for free.
Michael Cimino, SSTY's president said: "As our Chairman, James Mackay said previously, we hope to follow this template (that is, shares in the public company will be delivered to SSTY's then-present shareholder base) with at least one other subsidiary of SSTY, Globe Staff. Although no specific plan exists for Globe Staff at this time, we are working diligently toward such an event."
About Sure Trace Security Corporation
Sure Trace produces integrators for anti-counterfeiting and security surveillance applications and is a provider of integrated tracking devices. The Company intends to deliver turnkey solutions for governments, armed forces, and industry, through its own proprietary technology and through aggregating the technology, products, and services of third parties via licensing agreements and/or joint ventures. For more information go to: http://www.suretrace.com.
SAFE HARBOR STATEMENT: This news release contains "forward-looking statements" that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that our products may not achieve customer acceptance or perform as intended, that we may be unable to obtain necessary financing to continue operations and development, and other risks. You should consider these factors in evaluating the forward-looking statements included herein, and not place undue reliance on such statements. The forward-looking statements are made as of the date hereof and Sure Trace undertakes no obligation to update such statements. In August 2005, the common stock of Sure Trace was suspended from trading by the Securities and Exchange Commission, but the suspension ended in accordance with the securities laws after ten days. Management of Sure Trace is currently working with the broker-dealer community and regulators to permit quotations to be entered as soon as possible. More information will be provided to the public when circumstances warrant.
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Well, that sounds good. I have enough shares that it should put a nice chunck in my pocket. I feel a lot better and that is good going into a weekend. Go SSTY!!!!!!!!!!!!
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