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Strategies & Market Trends : The DD Maven -- Ignore unavailable to you. Want to Upgrade?


To: shortsinthesand who wrote (592)2/4/2009 8:15:29 AM
From: rrufff1 Recommendation  Read Replies (1) | Respond to of 736
 
what a move - I haven't been following it. What's the story behind it? It went as high as .0075 from .0003 middle of January.

I see Carnes, wasn't he linked to PHGI? If I had to guess, the chart will start to look like the one from last January, that is the typical ski slope of dilution, but that's just a guess.

Sounds like a one man operation, trying to line up IR for pinkies, now valued with an enterprise value of between $3 and $4 million.

From the IHub board:

A/S is: 500,000,000

O/S is: 395,477,965 as of 1/23/2009

Steven Carnes, CEO owns 255,000,000

Float is 145,000,000

Carnes released a PR that said they won't dilute. Rather than dilute, they were going to go pink. Now, how does that prevent dilution?

Further, in the same PR, they say that they are lining up acquisitions. How are they going to pay for them?

Even though he's claiming to be making money, the last filing for the end of September 2008, shows current assets of under $100,000, with current liabilities of almost $1 million, most to a "related party."

For that period, there was dilution of about 68% from the prior year.

The filing shows almost no revenues, with a burn rate of just under $450,000 a year.

Here's a couple of footnotes on the promissory notes:

Note 3 - Related party transactions

Notes payable
The following notes were issued to the Company’s president and sole director and are included in the accompanying financial statements as “Note payable-related party”.

During the nine months ended September 30, 2008, the Company executed promissory notes to its president totaling $332,498 as reimbursement for payment of expenses. The note carries a 12% interest rate.

On September 29, 2006 K & L International loaned the Company $50,000. Payments of interest only at 15% of the unpaid balance began on January 15, 2007 and continue quarterly on the 15th day of the first month of each subsequent quarter. The note matures on October 31, 2008. In January 2007, the interest payment was extended to April 15, 2007. In September 2007 K & L International loaned the Company $47,000 and combined the notes and accrued interest as of September 30, 2007 into one convertible note totaling $104,879. Interest accrues at 10%. Accrued interest totaled $10,966 at September 30, 2008. Principle and interest are payable when the note matures on December 31, 2008. The note can be paid in either cash or can be converted at the lenders discretion into common stock of the borrower at a discount of 50 %(fifty percent) of the closing bid price of the borrower’s stock price on the day prior to the date of the conversion notice. The beneficial conversion was recorded as interest expense of $78,659 through additional paid in capital.

Accrued liabilities-Related Party
Under the terms of the employment agreement, the president and sole director was awarded a monthly auto allowance of $700 per month and opportunities to receive performance-based bonuses. The balance owed at September 30, 2008 for the auto allowance totaled $27,433, which is included in “Accrued liabilities-related party”.

On January 18, 2007 the Company accrued a bonus to its president and sole director of $150,000 for the formation of a new business entity. This accrual is included in “Accrued liabilities-related party”.

For the nine months ended September 30, 2008, accrued salaries totaled $314,167 of which $314,167 was owed to the Company’s President. These accruals are included in “Accrued liabilities-related party”.

As of September 30, 2008, accrued interest expense on the Note payable to the Company’s President was $74,518. This accrual is included in “Accrued liabilities-related party”.

In June 2008, the Company issued 150,000,000 shares of common stock valued at $165,000 in partial payment of accrued salary.

. . .

Note 6 – Notes payable

On July 5, 2007 the Company borrowed $25,000 from KCG Capital, Ltd. During January 2008 the Company issued 11,000,000 shares of common stock in payment of this debt.

On January 24, 2008 the Company borrowed an additional $25,000 from KCG Capital, Ltd. The note is due June 30, 2008. The note is in default as of September 30, 2008.



Standby Equity Agreement for potential dilution

Standby Equity Distribution Agreement
During October 2004, the Company entered into a Standby Equity Distribution Agreement (the “Agreement”) with Katalyst Capital Group Ltd (Katalyst). Under the terms of the Agreement, Katalyst has committed to purchase up to $5 million of the Company’s common stock over the course of 24 months after an effective registration of the Company’s common stock. Any purchases are to be issued under the securities laws of the United States under Regulation D. The purchase price has been set at 99% of the market price, which is to be calculated based on the lowest daily volume weighted average price of the stock over the five trading days following the Company’s funding request. The registration of the Company’s common stock took effect in June of 2006. 17,522,954 shares have been issued at a value of $692,719 under the Agreement through September 30, 2008.


re employees/consultants

Signature Leisure currently utilizes two consultant/employees, in addition to our sole officer and director Mr. Carnes, for operations in our business segments. Additional services required for our operations are provided by subcontractors engaged as required.

Signature Leisure, Inc. (Parent)
- Stephen W. Carnes, President

- Cynthia Wainwright, Administrative Assistant

- Barbara Moran, Staff Attorney

Signature Leisure, Inc. (Investor Relations Division)
- Stephen W. Carnes, President

Parker Productions (Event Staffing)
- Stephen W. Carnes, President

- Cynthia Wainwright, Administrative Assistant

E Cubed Technologies (Information Technology Services)
- Stephen W. Carnes, Sales Director