No interest in this company, long or short, just passing along some DD from a friend......
You can flame me for this, but the opinions are not mine. Of course, if you are confident in your investment, you would want to hear the possible downside. IF you have not done your own DD, then you don't want to hear this, click on to the next cheerleading post.
Zebra
I got ahold of the 10-K. This one has 'classic' scam written all over it,,,if you ask me. Note the Bold. The 2 dudes are biggest shareholders.......loan money to CLCK....of which they were major shareholders and sold to their phantom holding company. Of course.... if CLCK "defaults"....all goes back to the 2 dudes. What are the odds this will happen? Ha. I think the line...."A loss of involvement in the Company by Msssers "Pump and Dump" could have a material adverse effect upon the Company.". ROFLMAO!!!! Does this mean they will just decide to quit working and trash the company? I'd say Yes!!!
Anybody with access to SI certainly has my permission to post the following from the 10-K on the SI CLCK board. I think it is evident what is about to happen.....if I am reading this correctly....and it might save some poor soul a lot of money by NOT investing in this company. BOLD is mine.....of course.
From the 10-K
<<<< Reliance on Affiliates As Source of Business. The recent growth in volume of credit card processing transactions serviced by the Company is due to new customers of the Company arranged for by Messrs. Baetz and Gallant and their affiliates. Much of the anticipated short term future growth in the business of the Company is expected to be derived from agreements with BestBank and FiScrip, which were similarly arranged for by Messrs. Baetz and Gallant or their affiliates. Messrs. Baetz and Gallant operate businesses in other aspects of the credit card industry. No assurance can be given that such companies will continue to do business with the Company in the future or that the basis upon which they do business with the Company will be profitable to the Company. A loss of involvement in the Company by Messrs. Baetz and Gallant could have a material adverse effect upon the Company. Further, Century, an affiliate of Messrs. Baetz and Gallant, has provided secured debt financing to the Company.
Should that debt go into default, Century could foreclose on its debt and the control of all of the business of the Company could pass to Century, which could have a material adverse effect upon the Company. (LOL No Foolin)
Description of Business-Competition" and "Item 12 - Certain Relationship and Related Transactions."
Reliance on Customers. The Company relies upon three customers for 73% of gross revenues. The Company's largest customer represents over 30% of the Company's revenue for the fiscal year ended December 31, 1997 and 70% of the Company's gross revenue during the three months ended December 31, 1997 and is
expected to represent a larger percentage of revenue in the future. If one or more of these three customers were to cease doing business with the Company, it could have a material adverse effect on the Company's business. >>>
<<<< Agreement with FiScrip. On March 1, 1998, the Company entered into an agreement with FiScrip, Inc., a Nevada corporation ("FiScrip"), which may be deemed to be an affiliate of Messrs. Baetz and Gallant. FiScrip markets processing services for Automatic Teller Machines ("ATM's") transactions, debit terminal transactions and Electronic Benefits Transfer systems ("EBT") transactions. FiScrip and its co-venturer, Norstar, Inc., of Orlando, Florida, an unaffiliated third party, contract with independent sales organizations ("ISO's") for deployment of terminals and services.>>>>>
These dudes are gonna be so busy working for the various companies they've put together.....Makes me wonder how they will ever get a day off!!
<<<<< FiScrip has been certified by Citibank and Lockheed Martin as an EBT third party processor according to federally established guidelines in twenty eight states and two counties in California. Eleven other states will require simple certification, which is anticipated to be completed in 1998. However, no assurance to this effect can be given. >>>>
Big deal !!! I'm a certified 10-K reader!!! Just because there is 'certification' certainly doesn't mean there are contracts with these large corporations....or with the Fed Gov't for that matter!!! This company,,,or is that "The 2 Messrs."? seem certainly good at dropping names....imo.
<<<<NOTE 5: Acquisition of First Independent Computers, Inc. - continued
Effective September 22, 1997, under terms of the agreement and plan of reorganization dated August 29, 1997, the Company acquired all of the common stock of FICI from Mr. Glenn M. Gallant and Mr. Douglas R. Baetz in exchange for 11,250,000 restricted shares of the Company's common stock, of which 618,750 shares were to be issued to an unaffiliated third party in exchange for services. The services, valued at $25,000, are included in costs related to acquisition
Investors,,,note right here the "Consultants" get 618,750 shares for doing $25,000 worth of work....That's 4 cents a share folks. Stock now is $4 a share. ..This work is described below.
.......in the Consolidated Statement of Changes in Shareholders' Equity for the year ending December 31, 1997. The transaction gave Mr. Gallant and Mr. Baetz a controlling interest in the Company. The transfer of FICI stock to the Company represented a transaction between entities under common control. Mr. Gallant and Mr. Baetz controlled the stock of FICI prior to the transaction and the stock of the Company subsequent to the transaction. Accordingly, the business combination was accounted for in a manner similar to a pooling of interests, whereby the accounts of the entities involved were not revalued, rather they were combined at their historical basis. The Company's consolidated financial statements were restated to include the results of operations of FICI from May 1, 1997, the acquisition date of FICI by Mr. Gallant and Mr. Baetz. There were no adjustments to net assets of the combining companies necessary for either to adopt the same accounting practices.>>>>>
Again.......'.classic'......LOL This below is classic too,,,I suppose.
<<<<NOTE 8: Notes Payable
The Subsidiary, has an operating line of credit through Century Financial Group, Inc., a company owned by the Company's primary shareholders. Century Financial Group, Inc. provides the Subsidiary with a maximum operating line of credit of two million dollars ($2,000,000). Advances on the line of credit, not to exceed
the maximum limit, are made at the discretion of the Subsidiary's management. The line of credit is secured by all assets of the Subsidiary. The line of credit carries an annual percentage rate of ten percent (10%). Under the terms of the line of credit, the Subsidiary pays interest on a monthly basis with the unpaid principal due at maturity, September 15, 1998. The outstanding balance on the line of credit as of December 31, 1997 was $1,300,000.
<<<< On February 9, 1998, the Company entered into an agreement with Worldwide Corporate Finance ("Worldwide"), an unaffiliated third party, for the provision of financial advice and consulting services. The term of this agreement is for one year. In consideration of the services to be provided by Worldwide, Worldwide will be issued 300,000 shares of the Company's Common Stock and options to acquire 400,000 shares of the Company's Common Stock at various exercise prices.>>>>
NOTE 13: Subsequent Event
On February 9, 1998, the Company entered into a financial consulting agreement with Worldwide Corporate Finance (the "Consultant"). The Consultant will provide the Company with consulting services including acting as liaison between the
Company and investors, engaging market makers for the company's traded securities, evaluating financial proposals, assisting the Company in stockholder and investor relations, providing business and financial planning and providing
assistance to the Company in its future development. The agreement will expire one year from the date first written above.
As the initial compensation for the services detailed above, the Company agreed to pay the Consultant upon execution of this agreement the amount of three hundred thousand (300,000) shares of the Company's common stock which will be treated as a non-refundable retainer (the "Retainer").
The Consultant has elected to receive payment of the Retainer in a non-cash transaction in which the fee will be considered paid in full by delivery to the Consultant the Company's common stock which was placed in escrow within fifteen (15) days from the date first mentioned above and distributed as follows:
One hundred fifty thousand (150,000) shares to be released to the Consultant immediately.
Seventy-five thousand (75,000) shares to be released to the Consultant ninety (90) days from the date of the first release.
Seventy-five thousand (75,000) shares to be released to the Consultant one hundred eighty (180) from the date of the first release.
Additional compensation consists of four hundred thousand (400,000) options to purchase additional shares consisting of the following:
One hundred thousand (100,000) options entitling the Consultant to purchase one (1) share of the Company's common stock equal to eighty-five percent (85%) of the closing bid price on the date first written above expiring one hundred twenty (120) days from that date.
One hundred thousand (100,000) options entitling the Consultant to purchase one (1) share of the Company's common stock equal to the closing bid price for the shares on the date first written above expiring one hundred eighty (180) days from that date.
One hundred thousand (100,000) options entitling the Consultant to purchase one (1) share of the Company's common stock equal to eighty-five percent (85%) of the closing bid price for the shares on the date exercised expiring one (1) year from the date first written above.
One hundred thousand (100,000) options entitling the Consultant to purchase one (1) share of the Company's common stock equal to eighty-five percent (85%) of the closing bid price for the shares on the date exercised expiring two (2) years from the date first written above.
The effect of the above agreement on 1998 earnings will be the recognition of contractual services expense based on the fair value of the Company's common stock at the date the shares are released to the Consultant. The expense will be reflected in earnings based on when the services are performed, however, all
expense will be recognized through the expiration date of the agreement. Additional contractual services expense will be recognized when and if the Consultant elects to exercise the options granted under the agreement. The expense recognized on exercise of the options will be measured as the difference in the price paid for shares under the option agreements and the fair value of the shares at the date of exercise.
(I'm betting my money that the Consultants will be selling soon)
EdRoofGuy@aol.com |
