Geeks On Call Holdings, Inc. (OTCBB:GOCH) has completed a merger transaction and the closing of a $3.0 million private placement. There was an SEC filing showing the details of the financing. Trading in the common stock of Geeks On Call Holdings, Inc. began this morning (February 14, 2008) on the Over-The-Counter Bulletin Board under the symbol "GOCH." This has been listed under IPO’s but these OTC stocks that do private placements are traditionally deemed reverse mergers, so this may not have a traditional post-IPO path.
If "Geeks On Call" sounds a lot like Geek Squad out of Best Buy (NYSE: BBY) or FireDog, it is no coincidence. Geeks on Call is not as widely spread out around the country as Geek Squad, and Geeks on Call sells franchise systems rather than operates a subsidiary of the top electronic retailer. Geek Squad also has some 700 locations across the U.S., and has a much larger brand and workforce. We noted ‘Public’ in the headline because OTC stocks that result from a reverse merger like this as a group have little history and a very thin float of public shares and usually trade with wide bid/ask spreads.
There is also a public company on AMEX called Telkonet, Inc, (AMEX: TKO) that beneficially owns 2.4545 million shares of Geeks on Call, or 18.25% of the outstanding stock. Another company called RTC Investments, LLC also owns some 2.777 million shares, or 20.65% of the outstanding stock.
Here are the guts of the company and the offering, and we urge you to conduct your own rigorous due diligence in all OTC stocks and newly emerged ‘public’ companies:
- On January 23, 2008, Lightview, Inc., a Nevada corporation, was merged with and into Geeks On Call Holdings, Inc.
- On February 8, 2008, it entered into an Agreement of Merger and Plan ofReorganization with Geeks On Call America, Inc., a privately heldDelaware corporation, and Geeks On Call Acquisition Corp., a newlyformed, wholly-owned Delaware subsidiary.
- Following the closing of the Merger, the closing of the PrivatePlacement for $3,000,000, and the cancellation of 2,866,667 shares inthe Split-Off, there were 13,150,000 shares of the Company’s commonstock issued and outstanding. Approximately 60.8% of such issued andoutstanding shares were held by the former stockholders of Geeks OnCall and approximately 22.8% were held by the investors in the PrivatePlacement.
- The company adopted an equity incentive plan and reserved 3,000,000shares for issuance as incentive awards to officers, directors,employees and other qualified persons and issued options to purchase anaggregate of 2,375,000 shares of common stock under such plan toofficers Richard T. Cole, Ronald W. Pickett, Richard Artese, KeithWesp, Robert Crabb, Douglas Glenn and an employee Rhoneil Hernandez.
- Placement Agent will receive 150,000 unregistered shares forformulating potential business and acquisition strategies, assisting inevaluating potential financing strategies and providing generalbusiness advice and business development strategies.
- Geeks on Call intends to issue up to 400,000 unregistered shares of itscommon stock and up to $250,000 in cash to engage an investor relationsand public relations firm for the twelve months following the closingof the Merger.
- Geeks On Call was formed in Virginia in June 2001.
- The Company has relocated its executive offices to 814 Kempsville Road,Suite 106, Norfolk, Virginia 23502 and its telephone number is (757)466-3448.
- It franchises locations for a fee, so many "Geeks on Call" are not direct employees.
- As of November 30, 2007, it employed 48 full-time employees; with aportion of the proceeds of the Private Placement it plans to employapproximately 110 to 150 full-time employees in the near future.
- Website address: http://geeksoncall.com/
- You may have seen their commercials on TV or heard on radio.
- This may likely remain a "penny stock" and not qualify for NASDAQ as itis under a 45.00 share threshold with a tangible net worth of less than$5 million.
USE OF RAISED PROCEEDS IN FILING:
- Purchase of Geek Link System Inventory $500,000
- Hiring of Additional Sales Representatives and Technicians $1,000,000
- Repayment of Existing Indebtedness $300,000
- Retention of Investor Relations and Public Relations Firm $250,000
- General Working Capital $391,400
- TOTALS….. $2,441,400
BASIC FINANCIAL RESULTS:
- Company has never been profitable in a fiscal year, per its filing.
- During the quarter ended November 30, 2007 it recognized revenues of$1,605,071, which is down 3% from $1,663,272 during the quarter endedNovember 30, 2006. The decrease is "primarily attributable to areduction in the number of active operating franchises andcorresponding royalty revenues."
- Operating expenses totaled $2,013,106 for the quarter ended November30, 2007, up about 9% from $1,843,407 for the quarter ended November30, 2006. Its operating loss for the quarter ended November 30, 2007was $408,035, up about 127% compared to an operating cost of $180,135for the quarter ended November 30, 2006, due to "increased selling,general and administrative expenses and advertising expenses."
- During the fiscal year August 31, 2007 it recognized revenues of$7,107,854, down 12% compared to revenues of $8,069,884 during theprior year ended August 31, 2006. Again, this is "primarilyattributable to a reduction in the number of active operatingfranchises and corresponding royalty revenues."
PLEASE NOTE….. 247WallSt.com rarely features OTC stocks andregardless of any story, and we always caution investors to do muchmore rigorous due diligence on newly emerged OTC stocks than they wouldon established companies. We also internally label these as cult stocks. We have not delved into the past activities of management beyond what was noted in that SEC filingnor have we delved into any of the business or personal relationshipsof management and employees with any outside organizations. As a reminder, after OTCBB stocks do private placements, the float can change drastically without notice. Many OTC market makers also maintain extremely wide spreads. This is astory stock with an emerging brand with a somewhat limited operating history.
Jon C. Ogg
February 14, 2008
Jon Ogg can be reached at firstname.lastname@example.org; he does not ownsecurities in any of the companies he covers. Join the 24/7 Wall St.open email distribution list to hear of spin-offs, emerging IPO,break-up, reorganization, and other special situation stocks.