Constellation 3D, CFMD an OTC-BB - 500 Beiträge pro Seite
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Meistdiskutierte Wertpapiere
Platz | vorher | Wertpapier | Kurs | Perf. % | Anzahl | ||
---|---|---|---|---|---|---|---|
1. | 1. | 18.631,15 | +0,24 | 151 | |||
2. | 2. | 160,48 | -0,17 | 85 | |||
3. | 4. | 6,3140 | -0,88 | 47 | |||
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7. | 8. | 2.340,08 | +0,48 | 31 | |||
8. | Neu! | 0,3440 | +1,18 | 30 |
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
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
Woher hast Du Deine Infos zum bevorstehenden? Oder nur Hoffnungen?
Danke
Heidegge
Danke
Heidegge
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
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
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.
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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