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To: Eric Fader who wrote (9)10/3/2000 12:57:09 AM
From: thomas_donald   of 183
 
Eric, thanks for the link on Halter. My goal for ShellStockReview is not to judge which shell I should or should not include. I'm trying to include all shells, disclose all information (good or bad) and let the readers judge for themselves. In the coming months, I will be adding more in-depth information for each company and will include links like the one you found. I like to use the terms "clean shells" for the ones with no debt, no law suites, etc. and "dirty shells" for the ones that will make you question wether they are a sound investment.

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To: thomas_donald who started this subject10/3/2000 3:31:11 AM
From: thomas_donald   of 183
 
10/02/2000 Shell List UPDATE

shellstockreview.com 

10/02/2000: added new shell, NAHC, Inc. (OTCBB-NAHC).
Formally a health care service company (Novacare Inc),
the company sold off its previous business and MAY
acquire another company. We consider this company a
very "dirty shell," with large unsettled debts, law
suites, and risk.=-=-=-=
>From their 06/30/200 10K filed 09/28/2000:
-As of September 15, 2000, 63,343,263 common shares
outstanding. (The float is 49,400,000 per Market
Guide)
-Under the terms of the Plan and pursuant to Delaware
law, the Board of Directors may amend or abandon the
Plan prior to the dissolution of the Company without
stockholder approval. The uses of the net assets of
the Company that may be considered by the Board
include the development, acquisition and/or investment
in or merger with new or existing businesses,
distributions to the Company's stockholders,
repurchases of the Company's securities and general
business purposes. Such activities could include the
acquisition of an entire company or companies, or
divisions thereof, either through a merger or a
purchase of assets, as well as an investment in the
securities of a company or companies or,
alternatively, a combination with another business in
which the Company would not be the surviving
corporation. The Company has not entered into any
negotiations concerning such acquisitions or
investments. Consummation of certain business
combinations or certain investments of substantially
all of the assets of the Company will be subject to
vote and approval by the stockholders. If any such
investments or business combinations are approved by
the stockholders of the Company, the Plan will be
terminated.
=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=
CHIP will reverse split (1 for 25) and change its name
tomorrow (10/3/2000)
10/03/2000 CHIP LS Capital Corp EURB Eurbid.com Inc
(1-25 R/S)

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To: thomas_donald who started this subject10/3/2000 3:32:27 AM
From: thomas_donald   of 183
 
10/02/2000 Shell List ALERT

shellstockreview.com 

ALERT
10/02/2000: CHIP will become EURB (Eurbid.com)
tomorrow after a 1 for 25 reverse split. We will be
keeping an eye on it tomorrow because of its low
relative market value ($576,000). It appears there
will be about 1.6 million shares outstanding
post-split with a post-split price of $.36. This will
make it an attractive shell relative to other shells
with similar number of outstanding shares and market
value. NOTE: CHIP's market value could actually be as
low as $493,819 depending on how you interpret their
10Q and Proxy statements which account for 34,293,000
shares outstanding. We have called the company to
verify this but have not had a return call.
=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=
NAHC is a very interesting shell. Although a very
"dirty shell" with large unsettled debts, law suites,
and risk; some of the risk has been removed with it
sub .01 price of .009 (ask price 10/02/2000). This is
our lowest priced shell, and is one of the lowest
priced stocks on the entire OTCBB.
=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=
Purchased CHIP, NAHC, SFKI.

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To: thomas_donald who started this subject10/6/2000 1:48:31 AM
From: thomas_donald   of 183
 
10/05/2000 Shell List ALERT

REVERSE MERGER: Our profile list stock BCSC (.04x.06)will reverse merge into AutoVenu, Inc., a software developer targeted at specific business-to-business e-commerce industries. It appears this was a very quiet deal considering no shares traded today after the SEC 8-K form was filed. The float appears to be about 3.5mil shares (not including the old insider holdings).
-MARK MOLDENHAUER, the new President, Secretary, and Director will own 82% of the common stock and 95% of the preferred stock. He was previously VP of AutoTradeCenters.com (OTCBB: AUTC, $2). Following is his bio from AUTC: Since 1986, he has been engaged in the business of arranging public and private mergers, acquisitions, and the placement of equity and debt financing through his firm, MRM Consultants. In connection with rendering those consulting services, he has served as a director of numerous public and private companies. Mr. Moldenhauer was involved in management consulting services from 1980 to 1985 through Ball Management. From 1978 to 1980, he was a tax specialist for the Adolph Coors Company in Golden, Colorado, and from 1976 to 1978, he worked as an auditor for the national accounting firm then known as Peat, Marwick, Mitchell & Co. He received a master's degree in accounting from the University of Arkansas in 1976.
-From their 09/25/2000 8-K filed 10/05/2000:
-On September 25, 2000, the registrant entered into a Share Exchange Agreement with the shareholders of AutoVenu, Inc., a Delaware corporation, and consummated the acquisition by exchanging 303.7241 shares of the registrant's common stock and 6.393 shares of the registrant's to be created Series A preferred stock for each issued and outstanding share of common stock of AutoVenu, Inc. The Series A preferred stock will be convertible into 100 shares of common stock without additional consideration.
-AutoVenu, Inc. is a private software development company based in Scottsdale, Arizona. AutoVenu, Inc. intends to develop and market a suite of proprietary software applications targeted at specific business-to-business e-commerce industries. As the parent company of AutoVenu, Inc., the registrant intends to continue the development and business of AutoVenu, Inc.
-As a result, the AutoVenu Shareholders will collectively own 85,953,920of the then outstanding shares of BCS Common Stock. and 1,809,216 shares of BCS Preferred Stock.
-The authorized capital stock of BCS consists of 100,000,000 shares of common stock, no par value, and 10,000,000 shares of preferred stock, no par value. The issued and outstanding capital stock of BCS consists of 14,046,080 shares of common stock, no par value per share.

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To: thomas_donald who started this subject10/11/2000 10:08:40 PM
From: thomas_donald   of 183
 
10/07/2000 Shell List UPDATE

BCSC - Removed BCS Investments Inc. (OTCBB: BCSC) from
the Profile List after they filed an 8-K on Thursday
10/05/2000 stating they would reverse merge with
AutoVenu, Inc. We alerted our user list Thursday
night after the 8-K was filed late Thursday afternoon.
On Friday 10/06/2000, BCSC opened at .08, had a high
of .20, a low of .08 and closed at .18 - up 200%

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To: thomas_donald who started this subject10/12/2000 1:42:22 PM
From: thomas_donald   of 183
 
GDIC, filed an 8-K today.

In summary:

- 1 for 10 reverse stock split.
- John W. Galuchie Jr. elected chairman and President.
- Increase in the authorized shares from 10,000,000 to 12,000,000.
- Completed a private placement of 375k post-split shares at a price of $.20/share.
- New trading symbol will be "GNDV".
- Reincorporation of the Company from New Jersey to Delaware

Appears there will be 1,373,007 shares outstanding after the reverse split. I spoke to Mr. Galuchie (908-234-1881) today. They are still searching for a reverse merger . . . there is currently not one in the works.

www.ShellStockReview.com

==================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report: (Date of earliest event reported) October 12, 2000

General Devices, Inc.
----------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware
--------------------------------------------------
(State or other jurisdiction of Incorporation)

0-3125 21-0661726
------------ -----------------
(Commission File Number) (IRS Employer Identification Number)

376 Main Street, P.O. Box 74, Bedminster, New Jersey 07921
----------------------------------------------------------------
(Address of Principal Executive Offices, Zip Code)

908-234-1881
---------------------------------------------------
(Registrant's Telephone Number, including area code)

Not Applicable
---------------------------------------
(Former name of former addresses, if changed since last report)



Item 5. Other Events

On October 12, 2000, General Devices, Inc., (the "Company") issued a press
release announcing the election of John W. Galuchie, Jr., Theodore A. Raymond
and Leonard M. Tannenbaum to the Board of Directors. Mr. Galuchie will serve as
Chairman and President and Mr. Tannenbaum will serve as Vice President. The
Company also announced that it would implement a one-for-ten reverse stock split
previously approved by the stockholders as of the close of business on October
16, 2000 and an increase in the authorized shares from 10,000,000 to 12,000,000.
The stockholders also approved the reincorporation of the Company from New
Jersey to Delaware. The Company also stated that it had completed a private
placement of 375,000 post-split shares at a price of $.20 per share. The press
release is attached herto as Exhibit 99.1 and incorporated herein in its
entirety by this reference.





SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

General Devices, Inc.


October 12, 2000 /s/ Sue Ann Itzel
----------------------------
Sue Ann Itzel
Treasurer and Secretary



Exhibit 99.1


GENERAL DEVICES ANNOUNCES ELECTION OF NEW DIRECTORS AND OFFICERS;
IMPLEMENTATION OF REVERSE STOCK SPLIT; INCREASE IN AUTHORIZED
SHARES; REINCORPORATION IN DELAWARE AND COMPLETION OF PRIVATE PLACEMENT
-----------------------------------------------------------------------------


BEDMINSTER, NEW JERSEY - OCTOBER 12, 2000 - GENERAL DEVICES, INC., (OTCBB:
GDIC) today announced the election of John W. Galuchie, Jr., Theodore A. Raymond
and Leonard M. Tannenbaum to its board of directors. Mr. Galuchie will serve as
Chairman and President and Mr. Tannenbaum will serve as Vice President.

The Company also announced that it would implement a one-for-ten reverse
stock split approved by the Company's stockholders at the recent annual meeting
effective as of the close of business on October 16, 2000 (the "Effective
Date"). Fractional shares will be settled in cash, except that any holder of
fewer than ten shares will continute to hold one share following the Effective
Date.

Also approved by the stockholders at the recent annual meeting was an
increase in the authorized shares from 10 million shares to 12 million shares
and the reincorporation of the Company from New Jersey to Delaware.

The Company also stated that it had completed a private placement of
375,000 post-split shares at a price of $.20 per share.

Commencing with the opening of business on October 17, 2000 the Company's
trading symbol will be "GNDV". Prior to the reverse split and the private
placement the Company had 9,980,074 shares outstanding.



freeedgar.com 

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To: thomas_donald who wrote (15)10/12/2000 2:56:02 PM
From: SSP   of 183
 
GDIC, will be interested when it has become GNDV

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To: thomas_donald who started this subject10/16/2000 1:13:15 AM
From: thomas_donald   of 183
 
NEW SHELL COMPANIES: COOX, DGTS, QBIO

COOX - Coronado Explorations Ltd. (OTCBB)
DGTS - Digitran Systems Inc. (OTCBB)
QBIO - Quest Biotechnology Inc. (OTCBB)

UPDATED: shares outstanding: EURB, REDI.
Symbol changes: CDMA to CIBM

shellstockreview.com 

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To: thomas_donald who started this subject10/19/2000 11:36:29 PM
From: thomas_donald   of 183
 
CDSI filed an 8-K today.

They have sold the remaining assets
of the cigarette vending route business. They
are now a fairly clean shell trading at cash value
($250,509 or .08/share, quote of .08 bid x .09 ask).
They are the 3rd lowest valued Shell Company on the
Profile List with 3,120,000 shares outstanding and a
float of 1,586,667 shares. The company has ties to New
Valley Corporation (NASDAQ:NVAL), an investment
banking and brokerage company. It is interesting that
Carl C. Icahn holds 5.5% of NVAL For more information
on the company and management, see CDSI.

shellstockreview.com 

SYMBOL: CDSI and CDSIW (warrants)
Name: CDSI HOLDINGS INC
Shares Outstanding: 3,120,000 as of 06/30/2000
Share Float: 1,586,667
Cash on Hand: $250,509
Cash Per Share: 0.08
Total Debts:
Contact Name: Bryant Kirkland III
Contact Phone Number: 305-579-8000

Edior's note: CDSI officers Richard J. Lampen and
Bryant Kirkland III are also officers in New Valley
Corporation (NASDAQ: NVAL), which owns 48% of CDSI.
New Valley Corporation originally operated for many
years under the name "Western Union Corporation". New
Valley Corporation is engaged in the investment
banking and brokerage business through its ownership
of Ladenburg, Thalmann & Co. Inc., in real estate
development in Russia through BrookeMil Ltd., Western
Realty Development LLC and Western Realty Repin LLC.
They have about $100mil in annual revenues. Carl C.
Icahn holds 5.5% of NVAL.

10/19/2000 8-K:
- On October 5, 2000, Controlled Distribution Systems,
Inc. ("CDS"), a wholly-owned subsidiary of CDSI
Holdings Inc. (the "Company"), completed the sale to
Gutlove and Shirvint Inc. ("Gutlove") of the assets of
its cigarette vending route, including vending
machines and a van.
- The vending route constituted the only current source
of revenue for the Company. After giving effect to the
cash received from Gutlove on October 5, 2000, the
Company had cash and cash equivalents of approximately
$250,000. The Company intends to seek new
Internet-related or other business opportunities.

07/12/2000: I spoke to Bryant Kirkland. He would only
repeat what the press releases and SEC filings said.

03/30/2000 12/31/1999 10K:
-RICHARD J. LAMPEN, age 46, has served as President and
Chief Executive Officer of the Company since November
1998 and as a director of the Company since January
1997. Since October 1995, Mr. Lampen has been the
Executive Vice President of New Valley Corporation
("NVC"), a publicly held company principally engaged
in the investment banking and brokerage business, the
real estate business in Russia and investment in
Internet-related businesses. Since July 1996, he has
served as the Executive Vice President of NVC
affiliates, Brooke Group Ltd. ("Brooke"), a New York
Stock Exchange listed holding company, and BGLS Inc.,
a wholly-owned subsidiary of Brooke. From May 1992 to
September 1995, Mr. Lampen was a partner at Steel
Hector & Davis, a law firm located in Miami, Florida.
>From January 1991 to April 1992, Mr. Lampen was a
Managing Director at Salomon Brothers Inc, an
investment bank, and was an employee at Salomon
Brothers Inc from 1986 to April 1992. Mr. Lampen is a
director of NVC and PANACO INC., an independent oil
and gas exploration and production company. Mr. Lampen
has served as a director of a number of other
companies, including U.S. Can Corporation, The
International Bank of Miami, N.A. and Spec's Music
Inc., as well as a court-appointed independent
director of Trump Plaza Funding, Inc. Mr. Lampen
received a Bachelor of Arts degree from The Johns
Hopkins University in 1975 and received a Juris
Doctorate degree in 1978 from Columbia Law School

-J. BRYANT KIRKLAND III, age 34, has served as the
Company's Vice President, Chief Financial Officer,
Secretary and Treasurer since January 1998 and as a
director of the Company since November 1998. Mr.
Kirkland has served in various financial capacities
with NVC since November 1994 and since January 1998 as
the Vice President, Treasurer and Chief Financial
Officer of NVC. Mr. Kirkland received a Bachelor of
Science in Business Administration from the University
of North Carolina in May 1987.

- Redeemable Class A Warrants (the "Warrant") issued in
the IPO entitles the holder to purchase one share of
Common Stock at an initial exercise price of $6.10 at
any time through May 14, 2002. The Warrant exercise
price is subject to adjustment under certain
circumstances. The Warrants are subject to redemption
by the Company at $0.01 per Warrant at any time during
the Warrant exercise period if the closing bid price
of the Common Stock exceeds $9.625 for 20 consecutive
trading days. There were 2,322,500 Warrants
outstanding at December 31, 1999, of which 1,000,000
were held by New Valley.

NOT A RECOMMENDATION TO BUY OR SELL CDSI. I OWN SHARES IN CDSI.

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To: thomas_donald who started this subject11/9/2000 2:11:55 AM
From: thomas_donald   of 183
 
MICG: .15x.18, cash value $.26/share, merger negotiations

shellstockreview.com 

MICG filed an 8-K today reflecting the sale of their computer conferencing and telecommunications business to Greensteel on 10/24/2000. After paying off all debts, they will have about $1,210,775 or $0.26/share in cash. They are currently in negotiations with a potential merger partner in a high-tech industry. They also have the potential to earn another $1.5mil on earn-out payments over a 5-year period. Also, they kept $402,919 in accounts receivable. Insiders purchased 323,000 shares on 6/30/2000 via an option-related Form 4 Buy. Currently trading at a discount to cash at .15 bid x .18 ask.

11/08/2000: I spoke to Joan Nardi, she confirmed they will pay off all debts and that they are in negotiations with a potential merger candidate involved in a high-tech industry.
(503)620-4000

11/08/2000: 8-K
Cash and cash equivalents: $2,006,720, Accounts receivable: $402,919, Total current liabilities: $945,986.
Pursuant to an Asset Purchase Agreement ("Asset Purchase Agreement") dated September 7, 2000 between Microfield Graphics, Inc., an Oregon corporation ("Microfield"), and Greensteel, Inc., a Delaware corporation ("Greensteel"), Microfield sold substantially all of its assets to Greensteel (the "Asset Sale"). The transaction closed on October 24, 2000. The purchase price for the assets is up to $3.5 million, $2 million of which was paid at closing and up to $1.5 million of which will be paid pursuant to a contingent earn out over 5 years. Microfield retained certain assets, including cash, accounts receivables arising prior to the closing date, insurance policies and the computer equipment used by Microfield's Chief Executive Officer.
freeedgar.com 

11/08/2000: 09/30/2000 10QSB
The number of shares outstanding of the Registrant's Common Stock as of September 30, 2000 was 4,572,793 shares
The Company has no active business operations at this time and is exploring merger and acquisition opportunities in other lines of business. The Company has no plans to distribute proceeds of the asset sale at this time.
freeedgar.com 

10/06/2000: NEWS RELEASE (from MyTrack news)
Oct. 6 (The Oregonian/KRTBN)--MICROFIELD GRAPHICS PLANS TO SELL MOST ASSETS: Portland-based Microfield Graphics will sell most of its assets to Greensteel, a subsidiary of Atlanta-based PolyVision, the company announced.
Conroy said he was negotiating with a potential merger partner.

10/03/2000: NEWS RELEASE
We have explored numerous alternatives, and have concluded that the proposed sale is the best available alternative to maximize value for our shareholders, and that our shareholders would best be served in the long run by divesting the SoftBoard operation and applying our resources to other opportunities we are exploring. We are involved in negotiations with a potential acquisition target to define the terms and structure of a business combination.'
biz.yahoo.com 

DISCLAIMER
Not meant to be a solicitation or recommendation to buy, sell, or hold MICG.

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