posted
Sold just enough to ride free.......didnt take a profit yet.....MM needed shares, hopefully they got'm now,,,,,,This will be on alot of radars tomorrow......
-------------------- Men lie......Women lie........numbers don't......... Posts: 526 | From: Atlantic city | Registered: Mar 2006
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Shell recently reactivated on Nevada SOS site.Also new CEO/directors put in place as per the SOS site.The SB2 from last year was just canceled last week and no shares had been sold up to this point.Possible RM play here float looks TINY and L2 lineup is great looking.Will be doing DD to see whats going on here and if I find out anything..it will be load time for me!Also of note volume jus twoke this up in the past days and caught on Alpha scan on Fri % gainer.Could be something big brewing imo.
O/S: 126,867,000 per Manhattan Transfer Registrar
631-928-7655
*Float estimated under/around 10 mil
Active on 6/22/2007
President - CHRISTOPHER MESSALAS Address 1: 48 WALL STREET Address 2: City: NEW YORK State: NY Zip Code: 10005 Country: USA Status: Active Email:
Treasurer - CHRISTOPHER MESSALAS Address 1: 48 WALL STREET Address 2: City: NEW YORK State: NY Zip Code: 10005 Country: USA Status: Active Email:
Director - CHRISTOPHER MESSALAS Address 1: 48 WALL STREET Address 2: City: NEW YORK State: NY Zip Code: 10005 Country: USA Status: Active
-------------------- Men lie......Women lie........numbers don't......... Posts: 526 | From: Atlantic city | Registered: Mar 2006
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Heres last SEC filing withdrawing the SB2 fwiw.Note this is when Lau was still Pres etc.Now as we know Chris M is the one as per sect of state site.)
Via Edgar
January 3, 2007 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, Washington, D.C. 20549 Re: CLAYTON, DUNNING GROUP INC.
Request to Withdraw Registration Statement on Form SB-2 (RW) SEC File Number 333-128878
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), CLAYTON, DUNNING GROUP INC. (the " Registrant ") hereby requests immediate withdrawal of its Registration Statement on Form SB-2 (File No. 333-128878 ), which was initially filed with the Securities and Exchange Commission (the "Commission") on April 4, 2006 along with any amendments and exhibits (the "Registration Statement").
The Registrants believes that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) under the Securities Act. The Registrant requests, in accordance with Rule 457(p) under the Securities Act that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Registrants’ account to be offset against the filing fee for any future registration statement or registration statements.
The Registrants confirms that no securities have been or will be distributed, issued or sold pursuant to the Registration Statement or the prospectus contained therein.
It is our understanding that this application for withdrawal of the Registration Statement will be deemed granted as of the date that it is filed with the Commission unless, within fifteen days after such date, the Registrant receives notice from the Commission that this application will not be granted.
The Registrant confirms that no securities were sold in the registered offering, neither the Registrant nor any person acting on the Registrant's behalf will commence a private offering earlier than 30 calendar days after the effective date of withdrawal of the registration statement under Rule 477, and, if and when a private offering is made, the Registrant will notify each offeree in the private offering that the offering is not registered under the Securities Act of 1933, the securities will be "restricted securities" (as that term is defined in Rule 144(a)(3) ) and may not be resold unless they are registered under the Securities Act of 1933 or an exemption from registration is available, purchasers in the private offering do not have the protection of Section 11 of the Securities Act of 1933; and a registration statement for the abandoned offering was filed and withdrawn, specifying the effective date of the withdrawal.
The Registrant hereby respectfully request s that the Commission issue a written order granting the withdrawal of the Registration Statement. Please fax a copy of the order to the Registrants’ counsel, Joseph I. Emas at (305) 531-1274. If you have any questions regarding this application for withdrawal, please contact the undersigned at (305) 445-8776, or the Company's counsel, Joseph I. Emas at (305) 531-1174.
Very truly yours,
By: /s/ Robert C. Lau [Missing Graphic Reference] President and Chief Executive Officer
NOW DID OLD CEO DO THIS IN ANTICIPATION OF NEW MOVES BOUT TO BE MADE?I believe so!
-------------------- Men lie......Women lie........numbers don't......... Posts: 526 | From: Atlantic city | Registered: Mar 2006
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More DD>>>Clayton/Roadrunner Capital workin with ISON a Nas stock just released today funny coincidence here?! Looks like Clayton/Roadrunner Capital doing some consulting work for them now..Clayton transfered shares to Roadrunner Capital which is CGGPs NEW presidents company..Roadrunner going public maybe via RM with CGGP?
Unregistered Sale of Equity Securities, Other Events, Financial Statements and Exhib
Item 3.02 - Unregistered Sale of Equity Securities The following are transactions in which we issued equity securities that were not registered under the Securities Act and which have not been previously reported in any prior report filed under the Securities Exchange Act of 1934. Until the transaction outlined below dated June 19, 2007, the equity securities sold in the aggregate since our last periodic report constituted less than 1% of the number of shares of our common stock outstanding and therefore we did not previously disclose the earlier transactions.
1. As consideration for entering into a financial advisory agreement on March 4, 2007 we granted Clayton, Dunning Capital Partners, Inc. ("Clayton Dunning") a warrant to purchase 100,000 shares of our common stock. The following is the information required by Item 701 of Regulation S-K.
(a) On March 5, 2007 we granted Clayton Dunning a warrant (which was simultaneously transferred to Roadrunner Capital Group) to purchase 100,000 shares of our common stock at $1.65 per share exercisable for two years.
(Note Roadrunner Capital..you were right on they tied!)
(b) There was no placement agent or underwriter for the transaction.
(c) The warrant was issued in consideration for services
Clayton Dunning will provide to the Company, and the Company received no cash therefore. (d) We relied on the exemption from registration provided by Sections 4(2) and 4(6) under the Securities Act of 1933 and Regulation D for the issuance of the common stock. We did not engage in any public advertising or general solicitation in connection with this transaction. The investor represented to us that it was an accredited investor and had access to all of our reports filed with the Securities and Exchange Commission, our press releases and other financial, business and corporate information. Based on our investigation, we believe that the investor obtained all information regarding Isonics it requested, received answers to all questions it posed, and otherwise understood the risks of accepting our securities for investment purposes.
(e) The warrant is exercisable or exchangeable into shares of common stock.
(f) No cash proceeds were received.
2. On May 22, 2007 we entered into a consulting agreement
with CEOcast Inc., and as partial consideration for the investor relation services CEOcast will provide to Isonics we issued CEOcast 18,750 shares of our restricted common stock. The following is the information required by Item 701 of Regulation S-K. (a) On May 22, 2007 we issued CEOcast Inc. 18,750 shares of our restricted common stock.
(b) There was no placement agent or underwriter for the transaction.
(c) The shares were issued in consideration for CEOcast
entering into an agreement with Isonics, and the Company received no cash therefore.
(d) We relied on the exemption from registration provided by Sections 4(2) and 4(6) under the Securities Act of 1933 and Regulation D for the issuance of the common stock. We did not engage in any public advertising or general solicitation in connection with this transaction. The investor represented to us that it was an accredited investor had access to all of our reports filed with the Securities and Exchange Commission, our press releases and other financial, business and corporate information. Based on our investigation, we believe that the investor obtained all information regarding Isonics it requested, received answers to all questions it posed, and otherwise understood the risks of accepting our securities for investment purposes.
(e) The shares were common stock and, therefore, are not exercisable or exchangeable into shares of common stock.
(f) No cash proceeds were received.
3. On June 19, 2007 we entered into a consulting agreement with Sound Business Solutions, Inc, a corporation controlled by Joanna Lohkamp. Ms. Lohkamp serves as the Chief Operating Officer of our wholly owned subsidiary Isonics Vancouver Inc. Pursuant to that agreement we granted Sound Business Solutions options to purchase 200,000 shares of our common stock. The following is the information required by Item 701 of Regulation S-K.
(a) On June 19, 2007 we granted Sound Business Solutions Inc. an option to purchase 200,000 shares of our common stock pursuant to our 2005 Equity Plan (a portion not yet subject to a registration statement). The options are exercisable at $1.45 and expire on June 18, 2011. Options to acquire 66,667 shares vested immediately, options to acquire 66,667 shares vest on September 7, 2007, and 66,666 of the options vest on January 31, 2008.
(b) There was no placement agent or underwriter for the transaction.
(c) The options were granted in consideration for Sound
Business Solutions Inc. entering into the consulting agreement by which it agreed to provide services to the Company. The Company received no cash for the issuance of the options. (d) We relied on the exemption from registration provided by Sections 4(2) and 4(6) under the Securities Act of 1933 for the issuance of the stock options. We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided the investor with disclosure of all aspects of our business, including providing the investor with our reports filed with the Securities and Exchange Commission, our press releases, access to our auditors, and other financial, business, and corporate information. We believe that Ms. Lohkamp, the sole owner of Sound Business Solutions, is an accredited investor. We believe that the investor obtained all information regarding Isonics Corporation it requested, received answers to all questions it (and its advisors) posed, and otherwise understood the risks of accepting our securities for investment purposes.
(e) The stock options are exercisable to purchase shares of common stock as described above.
4. On June 22, 2007 our wholly owned subsidiary Protection Plus Security Corporation ("PPSC") entered into an employment agreement (the "Employment Agreement") with Michael Caridi to serve as PPSC's Senior Vice President. Pursuant to the Employment Agreement we granted Mr. Caridi an option to purchase 150,000 shares of our common stock pursuant to our 2007 Restructuring Equity Plan, which plan is subject to shareholder approval. The following is the information required by Item 701 of Regulation S-K.
(a) On June 22, 2007 we granted Michael Caridi an option to purchase 150,000 shares of our common stock. The options are exercisable at $1.50 and expire on June 21, 2012. The option is subject to the following vesting schedule: (i) 50,000 options vested immediately; (ii) 25,000 shares vest six months from the date of the Employment Agreement; (iii) 25,000 options vest nine months from the date of the Employment; and (iv) 50,000 shares vest upon achieving certain operating income levels for the fiscal year ending April 30, 2008. Options shall only vest if Mr. Caridi is an employee of PPSC on each vesting date.
(b) There was no placement agent or underwriter for the transaction.
(c) The stock options were granted in consideration for Mr.
Caridi entering into the employment agreement with our wholly-owned subsidiary, PPSC. The Company received no cash for the issuance of the options. (d) We relied on the exemption from registration provided by Section 4(2) under the Securities Act of 1933 for the issuance of the stock options. We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided the investor with disclosure of all aspects of our business, including providing the investor with our reports filed with the Securities and Exchange Commission, our press releases, access to our auditors, and other financial, business, and corporate information. We believe that the investor obtained all information regarding Isonics Corporation it requested, received answers to all questions he (and its advisors) posed, and otherwise understood the risks of accepting our securities for investment purposes.
(e) The stock options are exercisable to purchase shares of common stock as described above.
(f) No proceeds were received.
Item 8.01 - Other Events 1. Sale of Life Sciences Division
On June 13, 2007 we entered into an Asset Purchase Agreement with Advanced Medical Isotopes Corporation ("AMIC") whereby AMIC acquired all of the assets of the our life sciences division. We have previously announced that we were seeking to divest the life sciences assets. We did not consider the life sciences segment to a significant portion of our business operations, assets, or financial condition, and we do not anticipate that any material charges will be incurred under generally accepted accounting principles relating to the discontinuation of the life sciences segment (and therefore we have not reported this action under Item 1.01, Item 2.01 or Item 2.05 of Form 8-K).
Pursuant to the Agreement, AMIC paid $850,000 for the assets. Isonics realized net proceeds of approximately $700,000 after paying certain debt and expenses related to the life sciences division.
On May 24, 2007, we filed Restated Articles of Incorporation with the California Secretary of State. The Restated Articles merely restated and do not amend our Articles of Incorporation and, therefore, were not subject to mandatory reporting under Item 3.03 of Form 8-K. On June 6, 2007, we were notified by the California Secretary of State that Restated Articles had been accepted and are on file with California.
Item 9.01 - Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
3.1 Restated Articles of Incorporation
99 Press Release dated June 18, 2007
-------------------- Men lie......Women lie........numbers don't......... Posts: 526 | From: Atlantic city | Registered: Mar 2006
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I bought in yesterday at 005. Don't be surprised if you see it go down from here....
Posts: 3026 | From: Chicago | Registered: Oct 2005
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