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    Constellation 3D, CFMD an OTC-BB - 500 Beiträge pro Seite

    eröffnet am 18.04.00 14:26:40 von
    neuester Beitrag 30.04.00 18:35:10 von
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     Ja Nein
      Avatar
      schrieb am 18.04.00 14:26:40
      Beitrag Nr. 1 ()
      Sind irgendwie die Threads zu CFMD gelöscht worden, oder habe ich Tomaten auf den Augen bzw. auf der Maus?
      Wallstreet-Online war(ist?) das einzige deutsche Board, das ein paar Threads zu CFMD hat(te).
      Ich erwarte in wenigen Tagen die Entscheidung zum Nasdaq-Listing. Bis dahin dürfte der Kurs sich weiter erholen. Sollte er nochmal etwas herunterkommen, kaufe ich noch mal massiv zu. Bis dahin:
      stay long
      Avatar
      schrieb am 19.04.00 20:33:22
      Beitrag Nr. 2 ()
      Woher hast Du Deine Infos zum bevorstehenden? Oder nur Hoffnungen?


      Danke

      Heidegge
      Avatar
      schrieb am 22.04.00 22:11:55
      Beitrag Nr. 3 ()
      Hi @ all,

      ich bin nicht so überzeugt.
      Kann bitte jemand posten, wo die große Phantasie in diesem Wert liegt?
      Den finanziellen Dingen zufolge drängt sich für mich kein Engagement auf.
      10,6 Millionen Verluste bis jetzt, keine Umsätze, wenig cash in der Kasse.
      Die ersten beiden Kopien sind aus dem letzten 10k,
      die letzten teilweise auch, habe ich aber aus RB kopiert.Auch mir ist beim Überfliegen des 10k die niedrige Anzahl der Arbeitnehmer, die auch noch auf der ganzen Welt verteilt sind, aufgefallen.
      Der Poster vom RB wurde übrigens als Scum Sucking Short beschimpft.




      No History of Revenue

      As a research and development enterprise, the Company has no revenue
      history and therefore has not achieved profitability. The Company expects to
      continue to incur operating losses until late in the third or fourth quarter of
      2001. The Company incurred a net loss of $4,866,687 for the year ended December
      31, 1999 and $3,191,902 for the year ended December 31, 1998. The Company has
      never been profitable, and there can be no assurance that, in the future, the
      Company will be profitable on a quarterly or annual basis. In addition, over the
      next twelve months, the Company plans to increase its operating expenses from
      approximately $600,000 per month to $1,100,000 per month in order to fund
      research and development and increase its administration resources. However, the
      Company expects to receive revenues by the end of 2000. Nevertheless, it is
      possible that the revenue of the Company may never be sufficient to recognize a
      profit.






      Revenue. The Company generated no revenue in the years ended December
      31, 1999 and 1998.

      Research and System Development Expenses. Research and development
      expenses consist primarily of expenses incurred for the development of the data
      storage technology, including compensation of technical staff and contractors,
      materials consumed in the development process, and professional fees for
      intellectual property. The Company incurred research and development expenses of
      $2,413,239 for the year ended December 31, 1999 and $1,534,948 for the year
      ended December 31, 1998. The significant costs were payroll for staff and
      contractors which amounted to $1,366,002 for the year ended December 31,1999 and
      $965,114 for year ended December 31, 1998. The increase in payroll expenditures
      was due to the increase in staff levels to 54 for the year ended December 31,
      1999 from 35 for the year ended December 31, 1998. Professional fees were
      $556,432 for patent preparation and filing for the year ended December 31, 1999
      and $312,612 for the year ended December 31, 1998. The increase in patent costs
      was due to the expanded coverage in scope and geography of the Company`s
      Fluorescent Memory Technology. Materials consumed amounted to $64,155 for the
      year ended December 31, 1999 and $139,565 for the year ended December 31, 1998.
      This decrease was due to the reduction of new materials required as the
      Company`s products went from prototypes to a demonstrable product in 1999.

      General and Administrative Expenses. General and administrative
      expenses consist of management compensation, rent, professional services,
      telephone expense, travel and other general corporate expenses. General and
      administrative expenses were $ 2,084,027 for the year ended December 31, 1999
      compared with $1,660,477 for the year ended December 31, 1998. This increase
      reflected the hiring of additional management, increased facilities charges and
      expansion of operations. Payroll expenses and management fees relating to
      general and administrative expenses were $466,034 in the year ended December 31,
      1999 and $690,066 for the year ended December 31, 1998. The decrease was due to
      the reduction of a management contract from $400,000 for the year ended December
      31, 1998 to $100,000 for the year ended December 31, 1999. Office and
      maintenance charges consisting of expenditures on rent, general maintenance, and
      communications were $436,903 for the year ended December 31, 1999 and $491,322
      for the year ended December 31, 1998. Travel and accommodation expenses were
      $303,443 for the year ended December 31, 1999 and $327,355 for the year ended

      33


      December 31, 1998. Professional fees were $328,480 for the year ended December
      31, 1999 and $56,180 for the year ended December 31, 1998, the majority of which
      were related to legal support for the Company`s financing transactions and the
      preparation of the previously filed Registration Statement. Business development
      expenses were $97,635 for the year ended December 31, 1999 and $0 for the year
      ended December 31, 1998.

      Interest and other charges. The Company has recorded net interest
      expense of $305,833 for the year ended December 31, 1999 and a net interest
      income of $6,985 for the year ended December 31, 1998. Interest income and
      expense consisted of bank overdrafts, shareholder loans and subordinated
      convertible debt.

      Income Taxes. The Company has generated inter-company taxable income to
      date and therefore has paid $63,588 for the year ended December 31, 1999 and
      $3,462 for the year ended December 31, 1998. The taxes were incurred in the
      Israeli and Russian subsidiaries, C-TriD and Vostok, due to their treatment of
      inter-company advances as taxable revenue. The Company has not generated any
      taxable income to date and therefore has not paid any federal income taxes since
      its inception. Deferred tax assets created primarily from net operating loss
      carry-forwards have been fully reserved as management is unable to conclude that
      future realization is more likely than not.

      Liquidity and Capital Resources

      As of December 31, 1999, the Company`s cash position was $2,030,139 and
      its working capital deficit was $1,415,276 compared to a cash position of
      $123,097 and a working capital deficit of $1,136,513 as at December 31, 1998.

      Since inception, the Company has financed its operations from capital
      contributions, shareholder loans and subordinated convertible debt. During the
      year ended December 31, 1999, the Company received proceeds of $3,100,000 from
      the sale of subordinated convertible debt and $1,300,000 from shareholder loans.
      The capital contribution, net of financings costs, during the year amounted to
      $100,000.

      Net cash used in operating activities was $3,719,345 for the year ended
      December 31, 1999, including a net loss of $4,866,687 and an increase in
      payables of $618,514. Non-cash transactions involved the issuance of shares for
      services of $28,750 and the beneficial conversion feature on the subordinated
      convertible note of $125,000. The Company`s current operating expenditures are
      approximately $600,000 per month and the Company plans to increase its operating
      expenditures to $1,100,000 a month in order to expand its operations. The
      Company has not generated any revenues to date and does not anticipate cash flow
      from operations to be sufficient to fund its cash requirements until late in
      2001.

      The Company incurred net capital expenditures of $65,581 for the year
      ended December 31, 1999 and $200,197 for the year ended December 31, 1998. These
      expenditures were primarily for laboratory equipment associated with the
      Company`s continued research and development.

      The Company currently has no commitments for any credit facilities such
      as revolving credit agreements or lines of credit that could provide additional
      working capital. Based on its existing capital resources, the Company believes
      that it will be able to fund operations through September 2000. The Company`s
      capital requirements depend on several factors, including the success and
      progress of research development programs, the resources devoted to developing
      products, the extent to which products achieve market acceptance and other
      factors. The Company anticipates that it will require substantial additional
      financing to fund its working capital requirements. There can be no assurance,

      34


      however, that additional funding will be available or, if available, that it
      will be available on terms acceptable to the Company. If adequate funds are not
      available, it may not be able to continue. There can be no assurance that the
      Company will be able to raise additional cash if its cash resources are
      exhausted. The Company`s ability to arrange such financing in the future will
      depend in part upon the prevailing capital market conditions as well as the
      Company`s business performance.

      The Company has been in the development stage since its inception. It
      has had no operating revenue to date, has accumulated losses of $10,671,334 and
      will require additional working capital to complete its business development
      activities and generate revenue adequate to cover operating and further
      development expenses. Thus, there is no assurance that the Company will be able
      to continue as a going concern. As a result of these factors, the Company`s
      independent certified public accountants modified their opinion with an
      explanatory paragraph addressing the Company`s ability to continue as a going
      concern.





      December 31, 1999 1998
      ------------------------------------------------------------------------------------------------------------------

      ASSETS

      Current Assets
      Cash and cash equivalents $ 2,030,139 $ 123,097
      Prepaid and other 150,989 171,261
      ------------------------------------------------------------------------------------------------------------------

      Total Current Assets 2,181,128 294,358

      Property, Plant and Equipment, net 241,100 267,231
      ------------------------------------------------------------------------------------------------------------------

      Total Assets $ 2,422,228 $ 561,589
      ==================================================================================================================

      LIABILITIES AND STOCKHOLDERS` DEFICIT

      Current Liabilities
      Note payable $ 650,577 $ 377,624
      Accounts payable and accrued expenses 1,268,404 630,457
      Due to related parties 360,711 422,790
      Due to shareholder 1,316,712 -
      ------------------------------------------------------------------------------------------------------------------

      Total Current Liabilities 3,596,404 1,430,871

      Convertible Notes Payable 2,105,480 -

      Other Long Term Liabilities 39,969 46,825
      ------------------------------------------------------------------------------------------------------------------

      Total Liabilities 5,741,853 1,477,696
      ------------------------------------------------------------------------------------------------------------------

      Commitments and Contingencies

      Stockholders` Deficit
      Preferred stock, no par value; 10,000,000 shares authorized, 0 issued and
      outstanding - -
      Common stock, $0.001 par value; 100,000,000 shares authorized, 41,001,609
      and 29,214,000 issued and outstanding 41,001 29,214
      Additional paid-in capital 7,310,708 4,859,326
      Deficit accumulated during the development stage (10,671,334) (5,804,647)
      ------------------------------------------------------------------------------------------------------------------

      Total Stockholders` Deficit (3,319,625) (916,107)
      ------------------------------------------------------------------------------------------------------------------

      Total Liabilities and Stockholders` Deficit $ 2,422,228 $ 561,589
      ==================================================================================================================



      See accompanying notes to consolidated financial statements.

      2




      Constellation 3D, Inc.
      (A Development Stage Company)

      Consolidated Statements of Operations

      ================================================================================



      Period from
      Cumulative Amounts Inception
      from Inception (September 25,
      (September 25, Year Ended 1997) through
      1997) through December 31, December 31,
      December 31, ------------------------- ---------------
      1999 1999 1998 1997
      -----------------------------------------------------------------------------------------------------------------------

      OPERATING EXPENSES:
      Research and development $ 5,439,894 $ 2,413,239 $ 1,534,948 $ 1,491,707
      General, administrative and other 4,811,691 2,084,027 1,660,477 1,067,187
      -----------------------------------------------------------------------------------------------------------------------

      Total Operating Expenses 10,251,585 4,497,266 3,195,425 2,558,894

      OTHER EXPENSE (INCOME):
      Interest expense (income), net 352,699 305,833 (6,985) 53,851
      Taxes 67,050 63,588 3,462 -
      -----------------------------------------------------------------------------------------------------------------------

      Net Loss $ (10,671,334) $ (4,866,687) $ (3,191,902) $ (2,612,745)
      =======================================================================================================================


      Net loss per common share - basic and
      diluted $ (.15) $ (6.80) $ (4,354.57)

      Weighted average number of common shares
      outstanding 32,148,978 469,275 600
      =======================================================================================================================


      See accompanying notes to consolidated financial statements.

      3

      Constellation 3D, Inc.
      (A Development Stage Company)

      Consolidated Statements of Changes in Stockholders` Deficit




      Common Stock
      -----------------------------------
      Additional
      Shares Amount Paid-in Capital
      -------------------------------------------------------------------------------------------------------------------------------

      Constellation 3D, Inc. activities (Formerly known as Constellation 3D
      Holdings Limited):
      Issuance of common stock for cash 600 $ 3 $ -
      Net loss - - -
      -------------------------------------------------------------------------------------------------------------------------------

      Balance, December 31, 1997 600 3 -
      Issuance of common stock for cancellation of shareholders` advance,
      December 27, 1998 3,749,400 39,906 4,848,631
      Recapitalization, December 27, 1998 25,464,000 (10,695) 10,695
      Net loss - - -
      -------------------------------------------------------------------------------------------------------------------------------

      Balance, December 31, 1998 29,214,000 29,214 4,859,326

      Debt settlement through the issuance of common stock, April 1, 1999 36,000 36 241,454
      Common stock issued in connection with reverse acquisition, October 1,
      1999 11,109,765 11,109 942,096
      Conversion of notes payable ($1.67/share), October 22, 1999 608,835 609 1,014,116
      Sale of common stock for cash, net ($4.90/share), November 1, 1999 25,509 25 99,974
      Issuance of common stock for service ($3.83/share), November 8, 1999 7,500 8 28,742
      Beneficial conversion discount of convertible debt - - 125,000
      Net loss - - -
      -------------------------------------------------------------------------------------------------------------------------------

      Balance, December 31, 1999 41,001,609 $ 41,001 $ 7,310,708
      ===============================================================================================================================




      (RESTUBBED TABLE)




      Deficit
      Accumulated
      During the
      Development Stage Total
      -----------------------------------------------------------------------------------------------------------------

      Constellation 3D, Inc. activities (Formerly known as Constellation 3D
      Holdings Limited):
      Issuance of common stock for cash $ - $ 3
      Net loss (2,612,745) (2,612,745)
      -----------------------------------------------------------------------------------------------------------------

      Balance, December 31, 1997 (2,612,745) (2,612,742)
      Issuance of common stock for cancellation of shareholders` advance,
      December 27, 1998 - 4,888,537
      Recapitalization, December 27, 1998 - -
      Net loss (3,191,902) (3,191,902)
      -----------------------------------------------------------------------------------------------------------------

      Balance, December 31, 1998 (5,804,647) (916,107)

      Debt settlement through the issuance of common stock, April 1, 1999 - 241,490
      Common stock issued in connection with reverse acquisition, October 1,
      1999 - 953,205
      Conversion of notes payable ($1.67/share), October 22, 1999 - 1,014,725
      Sale of common stock for cash, net ($4.90/share), November 1, 1999 - 99,999
      Issuance of common stock for service ($3.83/share), November 8, 1999 - 28,750
      Beneficial conversion discount of convertible debt - 125,000
      Net loss (4,866,687) (4,866,687)
      -----------------------------------------------------------------------------------------------------------------

      Balance, December 31, 1999 $ (10,671,334) $ (3,319,625)
      =================================================================================================================


      See accompanying notes to consolidated financial statements.

      4


      Constellation 3D, Inc.
      (A Development Stage Company)

      Consolidated Statements of Cash Flows

      ================================================================================



      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
      Period from
      Cumulative Amounts Inception
      from Inception (September 25,
      (September 25, Year Ended 1997) through
      1997) through December 31, December 31,
      December 31, ------------------------- --------------
      1999 1999 1998 1997
      ------------------------------------------------------------------------------------------------------------------------

      Cash Flows From Operating Activities
      Net loss $ (10,671,334) $ (4,866,687) $ (3,191,902) $ (2,612,745)
      Adjustments to reconcile net loss to net
      cash used in operating activities:
      Discount amortization on convertible
      debt 125,000 125,000 - -
      Depreciation and amortization 79,363 40,438 33,129 5,796
      Issuance of common stock for services 28,750 28,750 - -
      Change in assets and liabilities, net of
      business acquisitions:
      Other receivable (58,036) 113,225 (135,214) (36,047)
      Prepaid and other (107,887) (107,887) - -
      Accounts payable 1,626,595 618,514 150,343 857,738
      Other accrued expenses 292,385 292,385 - -
      Accrued interest on convertible
      notes payable 36,917 36,917 - -
      ------------------------------------------------------------------------------------------------------------------------

      Net Cash Used in Operating Activities (8,648,247) (3,719,345) (3,143,644) (1,785,258)
      ------------------------------------------------------------------------------------------------------------------------
      Cash Flows From Investing Activities
      Purchase of furniture and equipment (452,142) (145,986) (200,197) (105,959)
      Sale of furniture and equipment 80,405 80,405 - -
      Cash acquired in purchase of business 1,019,413 1,019,413 - -
      ------------------------------------------------------------------------------------------------------------------------
      Net Cash Provided by (Used in) Investing
      Activities 647,676 953,832 (200,197) (105,959)
      ------------------------------------------------------------------------------------------------------------------------
      Cash Flows From Financing Activities
      Net borrowings (repayments) from
      shareholder 1,541,490 1,541,490 (4,152,521) 4,152,521
      Issuance of common stock 4,988,540 100,000 4,888,537 3
      Net change in other long-term debt 39,969 (6,856) 20,480 26,345
      Net advances from related parties 360,711 (62,079) (108,277) 531,067
      Proceeds on borrowings on convertible
      debt 3,100,000 3,100,000 - -
      ------------------------------------------------------------------------------------------------------------------------
      Net Cash Provided by Financing Activities 10,030,710 4,672,555 648,219 4,709,936
      ------------------------------------------------------------------------------------------------------------------------
      Net Increase (Decrease) in Cash 2,030,139 1,907,042 (2,695,622) 2,818,719
      ------------------------------------------------------------------------------------------------------------------------


      5






      Constellation 3D, Inc.
      (A Development Stage Company)

      Consolidated Statements of Cash Flows

      ================================================================================




      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

      Period from
      Cumulative Amounts Inception
      from Inception (September 25,
      (September 25, Year Ended 1997) through
      1997) through December 31, December 31,
      December 31, ------------------------- --------------
      1999 1999 1998 1997
      ----------------------------------------------------------------------------------------------------------------------

      Cash and Cash Equivalents, beginning of
      period - 123,097 2,818,719 -
      ----------------------------------------------------------------------------------------------------------------------
      Cash and Cash Equivalents, end of period $ 2,030,139 $ 2,030,139 $ 123,097 $ 2,818,719
      ======================================================================================================================
      Supplemental Disclosure of Cash Flow Information:
      Cash paid for taxes $ 67,050 $ 63,588 $ 3,462 $ -

      Non-cash Investing and Financing Activities
      Conversion of note payable $ 1,014,725 $ 1,014,725 $ - $ -
      Net assets disposed of upon acquisition $ 66,208 $ 66,208 $ - $ -
      Stock issued in reverse acquisitions $ 953,205 $ 953,205 $ - $ -
      Debt settlement through issuance of
      common Stock $ 241,490 $ 241,490 $ - $ -
      ======================================================================================================================








      Alles andere aus RB:





      CFMD SELLS SHARES to raise money. Look at how much has been sold per CFMD 10K (3-31-2000):

      As of March 7, 2000, there were approximately 64 shareholders of record
      of the Common Stock.

      C3D has never paid any cash dividends to any of its shareholders, because it has lacked earnings to pay such dividends, and it has no present intention to pay cash dividends.

      The information below relates to securities of C3D sold by C3D during the period covered by this Annual Report, as well as the subsequent interim period, that were not registered under the U.S. Securities Act of 1933 (the "Securities Act"). THE SHARE AMOUNTS AND PRICES PER SHARE HAVE BEEN ADJUSTED TO GIVE RETROACTIVE EFFECT TO THE CHANGE IN THE PRICE PER SHARE OF THE COMMON STOCK RESULTING FROM THE THREE-FOR-ONE FORWARD SPLIT OF C3D`S COMMON STOCK THAT TOOK EFFECT ON JANUARY 18, 2000.



      Section 4(2) Offering to Sands Brothers
      ---------------------------------------

      On March 24, 2000, C3D issued a 10% Subordinate Convertible Debenture
      due September 24, 2001 in principal amount of $4.0 million to Sands Brothers
      Venture Capital Associates LLC, a limited liability company organized under the
      laws of New York ("Sands Brothers VC"). In connection with such issuance, C3D
      granted to Sands Brothers VC certain registration rights with respect to the
      underlying Common Stock. The issuance of the convertible debenture, convertible
      at $17.65 per share as of the issue date, was made as an exempt offering under
      Section 4(2) of the Securities Act. In connection with such issuance, pursuant
      to the terms of the Warrant Agreement dated as of December 1, 1999, by and
      between the Company and Sands Brothers & Co. Ltd., a Delaware corporation
      ("Sands Brothers"), the Company issued to Sands Brothers warrants to purchase
      1,050,000 shares of Common Stock at an exercise price of $3.67 per share and
      warrants to purchase 2,400,000 shares of Common Stock at an exercise price of
      $15.13 per share. Both warrants expire on December 1, 2004.

      Section 4(2) Offering to Winnburn Advisory
      ------------------------------------------

      On December 24, 1999, C3D entered into an agreement to issue $1,600,000
      of convertible subordinated debt to Winnburn Advisory, a corporation organized
      under the laws of Nevis, West Indies ("Winnburn"). In connection with such
      issuance, C3D granted to Winnburn certain registration rights with respect to
      the underlying common stock. The issuance of the convertible note was made as an
      exempt offering under Section 4(2) of the Securities Act.

      Section 4(2) Offering to Wilbro Nominees Limited
      ------------------------------------------------

      On November 11, 1999, C3D issued $500,000 of convertible subordinated
      debt to Wilbro Nominees Limited, a corporation organized under the laws of
      England ("Wilbro"). In connection with such issuance, C3D granted to Wilbro
      certain registration rights with respect to the underlying common stock. The
      issuance of the convertible note was made as an exempt offering under Section
      4(2) of the Securities Act. The financing was arranged by Moorwood Investment
      Limited, a British Virgin Islands company ("Moorwood"), and in consideration
      therefor, Moorwood was paid a finder`s fee of twenty percent of the principal
      amount of the convertible note (i.e., $100,000) and was granted warrants to
      purchase up to 300,000 shares of Common Stock at an exercise price of $3.33 per
      share, provided that, among other conditions, Moorwood successfully places
      financing in an aggregate amount of $2,500,000. Upon the filing date of this
      Annual Report, Moorwood has placed only $500,000 in financings.

      Section 4(2) Offering to MBA-on-Demand, L.L.C.
      ----------------------------------------------

      On November 8, 1999, the Board of Directors of C3D authorized, pursuant
      to that certain Engagement Letter dated as of May 23, 1999, the issuance of
      7,500 shares of Common Stock, which C3D valued at $28,750, to MBA-on-Demand,
      L.L.C., a Texas limited liability company, as consideration for services
      rendered pursuant to the Engagement Letter. In connection with such issuance,
      C3D granted to MBA-on-Demand, L.L.C. certain registration rights with respect to
      such Common Stock. C3D made the exempt offering under Section 4(2) of the
      Securities Act.

      Section 4(2) Offering to Individual Investor
      --------------------------------------------

      On November 1, 1999, C3D`s Board of Directors authorized the issuance
      of 25,509 shares of Common Stock to an individual investor for a total purchase
      price of $125,000. In connection with such subscription, C3D paid a commission
      in the amount of $25,000 to Challis International Limited. C3D made the offering
      of the Common Stock as an exempt offering under Section 4(2) of the Securities
      Act.

      Section 4(2) Offering to Constellation Tech
      -------------------------------------------

      On October 1, 1999, in connection with the Acquisition, among other
      undertakings, C3D issued 29,250,000 shares of Common Stock to Constellation Tech
      as consideration for the sale of certain assets of Constellation Tech. C3D made
      the exempt offering under Section 4(2) of the Securities Act. See "Certain
      Relationships and Related Transactions."

      Section 4(2) Offering to Seattle Investments LLC
      ------------------------------------------------

      On August 10, 1999, C3D issued $1 million of convertible subordinated
      debt to Seattle Investments LLC, a limited liability company organized under the
      laws of Nevis, West Indies ("Seattle Investments"). In connection with such
      issuance, C3D granted to Seattle Investments certain registration rights with
      respect to the underlying Common Stock. On October 22, 1999, Seattle Investments
      converted its 10.0% Series A Convertible Note due December 31, 1999 and related
      accrued interest into 608,835 shares of Common Stock. The issuance of the
      convertible note and the conversion were each made as an exempt offering under
      Section 4(2) of the Securities Act.

      28



      Regulation S Offering to Twenty-Five Foreign Investors
      ------------------------------------------------------

      On May 7, 1999, C3D issued 1,359,765 shares of its Common Stock at an
      aggregate offering price of $1,813,020 to twenty-five individuals and entities
      then residing outside of the United States pursuant to Regulation S under the
      Securities Act.

      Regulation D Offering to Sixteen Individuals
      --------------------------------------------

      On March 24, 1999, C3D issued 9,375,000 shares of its Common Stock at
      an aggregate offering price of $250,000 to sixteen individuals and entities. C3D
      filed under SEC Rule 504 for an exemption from registration of those common
      shares under the Securities Act.

      Issuance of Stock to Messrs. Yaakov and Goldberg
      ------------------------------------------------

      As compensation for services rendered, on March 8, 1999, C3D`s Board of
      Directors authorized the issuance of 150,000 shares of Common Stock, valued for
      accounting purposes at an aggregate of $200,000, to Brigadier General Itzhak
      Yaakov, Chairman of the Board of Directors of C3D, and 150,000 shares of Common
      Stock, valued for accounting purposes at an aggregate of $200,000, to Michael
      Goldberg, Secretary, Director of Legal Affairs, interim Chief Operating Officer
      and Member of the Board of Directors of C3D. The issuance of both sets of
      150,000 shares occurred on December 7, 1999. Furthermore, as compensation for
      services rendered, the Board authorized the issuance to General Yaakov of
      options to purchase 300,000 shares of Common Stock and the issuance to Mr.
      Goldberg of options to purchase 225,000 shares of Common Stock. General Yaakov`s
      options and Mr. Goldberg`s options expire after five years. The Company made the
      offering of the Common Stock and options as exempt offerings under Section 4(2)
      of the Securities Act.





      IMO, if/when CFMD goes Naz Big board; short sellers are going to kill this stock at this price because it has NO REVENUES at all.

      And because this company`s operations are located in RUSSIA, ISRAEL and UKRAINE, the risk here is even greater.

      (IMO, instead of a blessing; that Naz bigboard listing might just be a course.)




      As of March 21, 2000, the Company had 59 workers, including 17 in the research and development office in Israel, 35 in the research and development office in Moscow, one subcontractor in Ukraine and five in management, finance and administration and one in research and development in North America. None of the Company`s employees are covered by a collective bargaining agreement.


      ( I wish CFMD was more centered in the USA than in such unstable regions as Moscow and Ukraine.)



      Gruß
      Struwwelpeter
      Avatar
      schrieb am 30.04.00 18:35:10
      Beitrag Nr. 4 ()
      Die Fantasie liegt in der Konstellation der Forschungs- und Produktionssttätten und der Marktnähe.
      Nochmal zur Wiederholung und Anregung:


      Constellation 3D, Inc. (OTC Bulletin Board CFMD) (“C3D” or the “Company”) announced today that, after its recent technology staff meetings, it has set its goals and objectives for the following twelve month period. In addition to continuing its licensing and joint venture efforts through the year, it will focus on:

      Working with the industry leaders to establish standards for three-dimensional optical data storage.
      Establishing industrial facilities for development and refining the Fluorescent Multilayer Card (FMC) and Fluorescent Multilayer Disk (FMD) media manufacturing technologies for mass production.
      Developing first generation products FMC, ROM, 1-10 GB and FMD ROM, 47-140 GB. The target date for commencement of production is the first quarter of 2001.
      Accelerate the development of second-generation products: FMC/D-R and FMC/D - R/W.
      The Company has hired additional managerial staff to facilitate implementation of these goals.
      C3D has offices in New York, Florida and California, and laboratories in Israel, Russia and the Ukraine. Research is conducted by an internationally renowned team of scientists that currently holds over 40 international patents and patent applications in the field of optical data storage.

      **********

      The Company
      Since 1995, Constellation 3D Inc. has developed advanced data storage technologies and products for consumer, business, education, and government applications. By providing revolutionary - as opposed to evolutionary - data storage solutions, Constellation 3D is uniquely positioned to deliver storage products that define high capacity storage
      for a multitude of industries. The company went public in 1995 and has offices New York, Florida and California, as well as laboratories in Israel
      and Russia.

      Constellation 3D has over 60 allowed and pending international patents, plus numerous priority disclosures and a wealth of know-how relating to multilayer data storage. Research and development is conducted by an internationally renowned team of over 60 scientists.

      The Products
      Constellations 3D`s first generation disc products will be a family of CD sized (120mm) multilayer discs with capacities up to 140 Gigabytes and retrieval rates up to 1Gigabit per second. This compares to 17.4 Gigabytes of storage in the highest capacity (dual-layer, dual-sided) DVD. The storage provided by these new discs would, for example, allow up to 20 hours of compressed HDTV film viewing.

      The company`s first generation card products will be a family of credit card sized memory storage devices for use in mobile applications. This "ClearCard™" will have capacities up to 5 Gigabytes.

      In the future, cards and discs with capacities exceeding 1 Terabyte (1,000 gigabytes) are planned. The company will also be announcing WORM (Write Once Read Many) products.

      The Business Plan
      Constellation 3D is focused on conducting research and development within the field of advanced data storage technology.

      The company is currently exploring partnership arrangements with data storage industry leaders in all relevant market segments. The goal of these arrangements is to ensure swift adoption of the company`s multi layer technology into the next generation of devices that incorporate data storage.

      In most cases, Constellation 3D will provide fully functional prototypes of the relevant storage device and industry partners will undertake the manufacturing, marketing and distribution of the product. Constellation 3D will work with these partners to conduct research and development associated with alpha and beta prototypes of each product and pilot production lines. Constellation 3D will realize revenues by licensing its technology to these partners.

      Financial Background
      Constellation 3D, Inc. trades on the Nasdaq OTC Bulletin Board under the symbol CFMD (Constellation Fluorescent Multilayer Disk.) - The company is now "fully reporting" and has applied for a Nasdaq NMS market listing.

      There are approximately 43.5 million Constellation 3D, Inc. shares outstanding, fully diluted basis. Approximately 9 million of these are free trading (as opposed to restricted, and therefore not currently tradable).

      The company has retained the services of Sands Brothers, a New York investment banking firm with offices in Palo Alto, California, to raise capital and seek and facilitate strategic partnerships for the Company.


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