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The Hell is this??

  

RustyThePelican

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Thursday, March 9, 2006 at 2:35 PM

http://www.secinfo.com/d18HU1.za.htm

Yes, I know - "It's a boring 69 page document from the Securities & Exchange Comission". But note the frequent mention of "James Kimmel" and "Adam Carolla".

RustyThePelican

  

margin

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Thursday, March 9, 2006 at 3:33 PM

can you summarize?

margin

  

Hans Langer

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Thursday, March 9, 2006 at 6:36 PM

can you summarize?

Doubtful, but until abm gets here i can sure make shit up.

Hey RustyThePelican, nice find. Uhhh, whaddya doin' hanging out at SEC
sites? They got any pr0n? Really man, by page 23 that blog was pretty dry.

Summary: this looks like a company in Ace's and Jimmy's porfolios that's got
filing requirements and has listed its warrant holders in this filing. It
looks to be very high-risk but it's normal for rich folks to own a few long-
shots. This company seems very well-audited, tho, almost an anti-Enron.

It's an SB-2A form for Probe Manufacturing, Inc. Probe is a playa' in
the electronic manufacturing service (EMS) industry. SB-2A is an optional
filing for small business issuers for the registration of securities to
be sold to the public. Lotta other paperwork involved too, i'm sure.

Registrant (Probe manufacturing, Inc.) is issuing a prospectus relating
to the sale of up to 12,078,125 shares of common stock at an initial
offering of 80 cents per share. Hmmm, they need some $$$ or an angel.

IF Probe's filing is approved and IF it is able to get its commons stock
listed on the Over-the-Counter board, a company called BTF, LLC, will
become a stockholder in the company pursuant to a "put right" and thus inject
$$$ into the company by buying up to $4.5 million worth of common stock.

But, and i quote: "BTF, LLC WILL PAY LESS THAN THE THEN-PREVAILING
MARKET PRICE OF OUR COMMON STOCK, WHICH COULD CAUSE
THE PRICE OF OUR COMMON STOCK TO DECLINE. (...) If BTF, LLC sells
our shares, the price of our stock could decrease. If our stock price decreases,
BTF, LLC may have a further incentive to sell the shares of our common stock that
it holds."

Adam and Jimmy and all those other folks hold warrants in Probe, which
will let them buy securities at a specific price. So if the price of the
securities goes up past that locked-in price, they can buy it at their
price and sell it for a profit. If the price goes down, well ... i don't
think we'll see Adam or Jimmy working nights at Jack-in-the-Box even if
it does.

Adam knows nothing of this, I'm sure, nor does he need to. But he's literally
a millionaire already so his "people" are probably on it for him and will do
whatever has to be done (if anything) whenever the time comes.

So who is BTF, LLC? Is it these folks?

http://www.britishfasteners.com/Merchant2/merchant.mvc
http://www.britishfasteners.com/forum/index.php

Yada yada yada, page after page of tedious legal bumf follows ... where's
abm? She's taking business classes, i'll bet she can summarize the rest of it
or give us some insight.

But cue Adam's danger music, there's some neat warnings:

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SECURITIES
ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 12.

and ...

OUR INDEPENDENT ACCOUNTANTS HAVE ISSUED A GOING CONCERN OPINION AND IF WE CANNOT
OBTAIN ADDITIONAL FINANCING, WE MAY HAVE TO CURTAIL OPERATIONS AND MAY ULTIMATELY
CEASE TO EXIST.

and i really like this one ...

IF WE DO NOT EFFECTIVELY MANAGE CHANGES IN OUR OPERATIONS, OUR BUSINESS MAY BE
HARMED.

Whew. I'm just sayin'.

Hans Langer

  

Hans Langer

+

Thursday, March 9, 2006 at 6:36 PM

can you summarize?

Doubtful, but until abm gets here i can sure make shit up.

Hey RustyThePelican, nice find. Uhhh, whaddya doin' hanging out at SEC
sites? They got any pr0n? Really man, by page 23 that blog was pretty dry.

Summary: this looks like a company in Ace's and Jimmy's porfolios that's got
filing requirements and has listed its warrant holders in this filing. It
looks to be very high-risk but it's normal for rich folks to own a few long-
shots. This company seems very well-audited, tho, almost an anti-Enron.

It's an SB-2A form for Probe Manufacturing, Inc. Probe is a playa' in
the electronic manufacturing service (EMS) industry. SB-2A is an optional
filing for small business issuers for the registration of securities to
be sold to the public. Lotta other paperwork involved too, i'm sure.

Registrant (Probe manufacturing, Inc.) is issuing a prospectus relating
to the sale of up to 12,078,125 shares of common stock at an initial
offering of 80 cents per share. Hmmm, they need some $$$ or an angel.

IF Probe's filing is approved and IF it is able to get its commons stock
listed on the Over-the-Counter board, a company called BTF, LLC, will
become a stockholder in the company pursuant to a "put right" and thus inject
$$$ into the company by buying up to $4.5 million worth of common stock.

But, and i quote: "BTF, LLC WILL PAY LESS THAN THE THEN-PREVAILING
MARKET PRICE OF OUR COMMON STOCK, WHICH COULD CAUSE
THE PRICE OF OUR COMMON STOCK TO DECLINE. (...) If BTF, LLC sells
our shares, the price of our stock could decrease. If our stock price decreases,
BTF, LLC may have a further incentive to sell the shares of our common stock that
it holds."

Adam and Jimmy and all those other folks hold warrants in Probe, which
will let them buy securities at a specific price. So if the price of the
securities goes up past that locked-in price, they can buy it at their
price and sell it for a profit. If the price goes down, well ... i don't
think we'll see Adam or Jimmy working nights at Jack-in-the-Box even if
it does.

Adam knows nothing of this, I'm sure, nor does he need to. But he's literally
a millionaire already so his "people" are probably on it for him and will do
whatever has to be done (if anything) whenever the time comes.

So who is BTF, LLC? Is it these folks?

http://www.britishfasteners.com/Merchant2/merchant.mvc
http://www.britishfasteners.com/forum/index.php

Yada yada yada, page after page of tedious legal bumf follows ... where's
abm? She's taking business classes, i'll bet she can summarize the rest of it
or give us some insight.

But cue Adam's danger music, there's some neat warnings:

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SECURITIES
ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 12.

and ...

OUR INDEPENDENT ACCOUNTANTS HAVE ISSUED A GOING CONCERN OPINION AND IF WE CANNOT
OBTAIN ADDITIONAL FINANCING, WE MAY HAVE TO CURTAIL OPERATIONS AND MAY ULTIMATELY
CEASE TO EXIST.

and i really like this one ...

IF WE DO NOT EFFECTIVELY MANAGE CHANGES IN OUR OPERATIONS, OUR BUSINESS MAY BE
HARMED.

Whew. I'm just sayin'.

Hans Langer

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