UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
FORM 8-K
CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest reported): May 25, 2007
DealerAdvance, Inc. (Exact name of registrant as specified in charter)
Stronghold Technologies, Inc. (Former name of registrant)
Nevada 333-54822 22-3762832 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (IRS Employer Identification No.)
16801 Addison Road, Suite 310, Addison, Texas 75001 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 866-0606
Copies to: Richard Anslow, Esq. Anslow & Jaclin LLP 195 Route 9 South, Suite 204 Manalapan, NJ 07726 Phone: (732) 409-1212 Fax: (732) 577-1188
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 25, 2007, we entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC (collectively, the "Investors"). Under the terms of the Securities Purchase Agreement, the Investors purchased an aggregate of (i) $900,000 in callable convertible secured notes (the "Notes") and (ii) warrants to purchase 5,000,0000 shares of our common stock (the "Warrants").
Pursuant to the Securities Purchase Agreement, the Investors will purchase the Notes and Warrants in six tranches as set forth below:
1. On May 31, 2007, the Investors purchased Notes aggregating $150,000.
2. On the final business day of each of the five (5) months beginning in June 2007 and ending in October 2007, the Investors shall purchase Notes aggregating $150,000 each.
The Notes carry an interest rate of 8% and a maturity date of May 25, 2010. The notes are convertible into our common shares at the Variable Conversion Price (as defined hereafter). The Variable Conversion Price shall be equal to the Applicable Percentage multiplied by the average of the lowest three (3) trading prices for our shares of common stock during the twenty (20) trading day period prior to conversion. The Applicable Percentage is between 50% and 60% depending upon the status of the registration statement to be filed by the Company.
At our option, we may prepay the Notes in the event that no event of default exists, there are a sufficient number of shares available for conversion of the Notes and the Common Stock is trading below the Initial Market Price as adjusted. In addition, in the event that the average daily price of the common stock, as reported by the reporting service, for each day of the month ending on a determination date is below the Initial Market Price as adjusted, we may prepay a portion of the outstanding principal amount of the Notes equal to 104% of the principal amount hereof divided by thirty-six (36) plus one month’s interest. Exercise of this option will stay all conversions for the following month. The full principal amount of the Notes is due upon default under the terms of Notes. In addition, the Company has granted the investors a security interest in substantially all of its assets and intellectual property, excluding Camelot Studio Group and Camelot Film Group, as well as demand registration rights.
We simultaneously issued to the Investors seven year warrants to purchase 5,000,000 shares of our common stock at an exercise price of $.05.
The Investors have contractually agreed to restrict their ability to convert the Notes and exercise the Warrants and receive shares of the Company's common stock such that the number of shares of the Company's common stock held by them and their affiliates after such conversion or exercise does not exceed 4.99% . . .
View Entire Filing
-------------------- LIFE IS 10% HOW YOU MAKE IT AND 90% HOW YOU TAKE IT! Posts: 9276 | From: San Diego CA | Registered: Jul 2006
| IP: Logged |
posted
DUDES, What do you guys think of a rumor board? Where we call companys that have not had a PR out for a while and ask them how soon a PR will be coming out? A week or a month and we update. Good damn money.
I was going to get in this last week due to a rumor..but I thought it was probably bogus...Damn I was wrong...I need a drink. -alex
Posts: 1075 | From: weeeeeeee | Registered: Sep 2007
| IP: Logged |
posted
I'm probably a moron, but I bought a few at 0043 EOD hoping for a gap. I don't see why this pos won't gap tomorrow considering the insane vol.
I had a chance at 0014 and didn't pull the trigger and I watched it trade all morning in the 002's and still didn't pull the trigger. Man, my trading skills are so pathetic.
Anyone who got in dirt cheap, please tell me your secret!
Posts: 3026 | From: Chicago | Registered: Oct 2005
| IP: Logged |
quote:Originally posted by Homersbud: I'm probably a moron, but I bought a few at 0043 EOD hoping for a gap. I don't see why this pos won't gap tomorrow considering the insane vol.
I had a chance at 0014 and didn't pull the trigger and I watched it trade all morning in the 002's and still didn't pull the trigger. Man, my trading skills are so pathetic.
Anyone who got in dirt cheap, please tell me your secret!
watch for higher than average volume coupled with a takedown in price...
Posts: 2741 | From: Seattle | Registered: Feb 2005
| IP: Logged |
posted
at 006 and I sold at the lod like an idiot for another loss. I have the be the only idiot who lost money on this play
Posts: 3026 | From: Chicago | Registered: Oct 2005
| IP: Logged |
posted
DealerAdvance Announces WebDA(R) Interface with Nokia(R)Last update: 11/19/2007 8:08:01 AMProjected Revenue TO EXCEED $15 Million ADDISON, Texas, Nov 19, 2007 (BUSINESS WIRE) -- DealerAdvance(TM), Inc. (DLAV), announced today that the Company has developed its new WebDA product to interface with the new Nokia 770 Tablet hand-held device. Steven Humphries, CEO, made the announcement today to investors with great excitement and anticipation. He commented, "The hand-held technology is what set DealerAdvance apart from all of the other CRM providers over the past several years, but was limited due to the server based technology and the inherit problems with wireless networks. Now with the new Nokia technology utilized in the 770 Tablet PC, dealers and their sales people will now be able to access WebDA from anywhere, anytime." According to Humphries, the new technology will be debuted at the NADA Convention & Expo February 9-12th, 2008 in San Francisco. Chief Information Officer Raj Sharma commented, "This new technology will make WebDA the most desirable CRM product on the market today." VP of Sales Dave Scaturro commented, "With the debut of this new product, we easily anticipate an additional three to five hundred new dealers to sign up for the product over the next twelve to eighteen months, representing $10-$18 million in revenue for the Company." WebDA(TM) is the next generation of DLAV's "CRM" application. The system is web based and is available at a fraction of the cost of the original Dealer Advance system. According to Humphries dealers that have utilized the original DealerAdvance(TM) system it has shown a 90% increase in captured customer data and a 30% increase in appointment setting. For additional information and a demo contact company VP of Sales Dave Scaturro at 214-866-0606 Ext. 103. DealerAdvance, Inc. () is an innovator in applying technology and the Internet along with process improvement methods to increase business efficiency and sales. The Company has developed an integrated technology called WebDA(TM) which, among many features, allows automobile dealers to capture a customer's purchasing requirements, customers and dealerships personnel to search inventory at multiple locations, locate an appropriate vehicle in stock and print out the necessary forms. Through an integrated CRM (Customer Relationship Management) application, the system sends detailed tasks for prospect and customer follow-up and produces management reports to measure compliance. DealerAdvance(TM) allows sales professionals to increase sales, improve customer follow-up, and reduce administrative costs. The statements contained in this press release that are not historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 ("the Securities Act"), as amended and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. In particular, the our statements regarding the anticipated growth in the markets for our technologies, the continued development of our products, the approval of our Patent Applications, the successful implementation of our sales and marketing strategies, the anticipated longer term growth of our business, and the timing of the projects and trends in future operating performance are examples of such forward-looking statements. The forward-looking statements include risks and uncertainties, including, but not limited to, the timing of revenues due to the uncertainty of market acceptance and the timing and completion of pilot project analysis, and other factors, including general economic conditions, not within our control. The factors discussed herein and expressed from time to time in our filings with the Securities and Exchange Commission could cause actual results to be materially different from those expressed in or implied by such statements. The forward-looking statements are made only as of the date of this filing and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. SOURCE: DealerAdvance(TM), Inc. DealerAdvance(TM), Inc., AddisonSteven Humphries, 214-866-0606 Ext. 106Copyright Business Wire 2007
-------------------- A Few Facts Are Better Than None At All Posts: 122 | From: East Tn | Registered: Apr 2007
| IP: Logged |
posted
Guys do you think this one is finished or is there scope for a quick profit?! Jus asking for opinions ... thanks ...
Posts: 31 | From: Bath, UK | Registered: May 2006
| IP: Logged |
quote:Originally posted by kcool: Guys do you think this one is finished or is there scope for a quick profit?! Jus asking for opinions ... thanks ...
kcool, always take some kind of profits on the way up! At least get your initial investment out and ride freebies.
It's hard to know when these plays are finished, but right now it looks like profit taking since it hit 01
Posts: 3026 | From: Chicago | Registered: Oct 2005
| IP: Logged |
-------------------- All post are my opinion. Do your own DD. Who's clicking your buy/sell button!? Posts: 7800 | From: Virginia | Registered: May 2006
| IP: Logged |
UBBFriend: Email this page to someone!
Printer-friendly view of this topic
![[Eek!]](eek.gif)
![[Big Grin]](biggrin.gif)
