A big OUCH for the GOFHers.  The stock closed at $0.43 on Friday, with
an intra-day low of $0.30.  Bad news for anybody still in.  GOFH has
gone from a $150 million market cap company in February to a $7
million market cap company on Friday.

Well, we will see if the optimists are really prudent and
informed...or if realism will take the day. I got out when the stock
was still "all the way up" at 84 cents.

The current credit crunch has profound implications for GOFH.  Simply
put, this is an under-performing company that is going to find anybody
who will be willing (foolish enough?) to loan them money to continue
their operations.  They have basically screwed themselves over by
undercutting shareholders with the private financing deal selling
shares at $1.60-$1.75 when the general public was paying over $3 a
share, causing their stock price to plummet.  The draconian full-
rachet antidilution provisions pretty much guarantee that they cannot
make any further offerings for less than $1.60-$1.75/share, and of
course no one will buy shares for that amount when they can get far
more on the open market.  Given the fact that current prices are one-
quarter of what the private equity lenders paid -- in a deal that
seemed cheap at the time, shpwing utter disdain for their public
shareholders--and that their stock price record of already losing 95%
of its value in less than 6 months - from $6.10 earlier this year  --
to an intra-day, year to date low of $0.30 on Friday -- who on earth
is going to give them any further financing?  At the rate GOFH is
burning through money and with revenues far below expenses, how long
do you honestly think they can continue to function?

Even great growing tech firms like NTGR have seen their stock prices
plummet when they turn a profit but not as much as expected.
Reasonable companies with real business models like American Home
Mortage Investment are going down the toilet because of their
inability to secure financing and margin calls against their debt. So
it does not take much of a visionary to see that GOFH, a pie-in-the-
sky dot-com boom with big expenses two orders of magnitude greater
than their revenue, seems destined for the toilet bowl of bankruptcy.

This company has big debt and no assets, and high expenses and low
revenues.  Their net value is below zero.  That doesn't speak well for
the stock.  Everyone is selling and no one wants to buy, as the
continued price collapse demonstrates.  The price is so low that GOFH
is ripe for a hostile takeover for mere pennies on the dollar...but
none of the big players WANTS them, which is no surprise considering
GOFH's financials.

This is not a turn-around company.  It is a company that appears
destined for bankruptcy or collapse.  As much as I would like to
believe that GOFH is going to succeed, I simply do not see how it is
possible.  Nor am I concerned about what announcements or surprises
they may have around the corner -- promises and potential will not go
far with their current financials without an ability to get continued
financing which is now largely non-existent.

The only real question in my mind is how much more time GOFH will limp
along before closing its doors to bankruptcy, or whether a hostile
firm will wait to swoop in to "save" the day in a hostile takeover by
buying up GOFH stock at $.05, $.10, or $.25, firing all of GOFH's
employees, and at least using the domain name and content to redirect
the existing traffic.  Given the fact that there does not yet seem to
be the slightest sign of interest on the horizon from competitors who
could get GOFH for pennies on the dollar, I'd say that bankruptcy
appears distinctly more likely.

Just saw this in the Google news that I hadn't seen when writing
above:

Gofish Corporation Terminates Plan To Acquire Bolt, Inc.
Reuters Key Development - 2 Aug 2007   Gofish Corporation announced
that it has terminated the Company's agreement to acquire Bolt, Inc.
No termination or other fee will be payable in connection with the
deal's cancellation.

More writing on the wall.  Bolt was the one real revenue source they
would have had. It's hard to take over another company when you are
going down the toilet yourself.  GOFH is insolvent.  No takeover.  No
NASDAQ listing.  Likely soon, no share value.  No nothing.

ratu:  correct me if I am wrong, but your facts seem out of place in a
discussion of this company.

#1 "Reasonable companies with real business models like American Home
Mortage Investment are going down the toilet because of their
inability to secure financing and margin calls against their debt. So
it does not take much of a visionary to see that GOFH, a pie-in-the-
sky dot-com boom with big expenses two orders of magnitude greater
than their revenue, seems destined for the toilet bowl of bankruptcy."

AHM was not a "reasonable" company.  It was part of a serious fraud
perpetrated against the American home buying public and played fast
and loose with consumer lending rules.  It was a morally bankrupt
enterprise.

Furthermore, it was in the "money lending" business, and as such, its
need to access capital is tantamount to staying in business.  Once you
cut off capital, you are cut off its blood and oxygen.  Shame on the
owners of that company for not being better prepared for this
contingency.  GOFH does not have debt, only the "Notes".  If there are
convenants in the notes that reflect a techncial default please
enlighten me.  Those notes were created in May/June during the
"convenant lite" times.

#2 "The price is so low that GOFH is ripe for a hostile takeover for
mere pennies on the dollar...but
none of the big players WANTS them, which is no surprise considering
GOFH's financials."

Even though GOFH is publicly traded, I believe that there are
sufficient inside holders that own a majority of shares, so a takeout
is not possible without explicit permission from the powers that be.

Wow!!! GOFH is making it very difficult to remain in their corner.
Much of my own confidence in them
was/ is as a result of my belief in Aaron Cohen as a solid executive.
Ultimately, I'm hearing it came down
to this: The record labels wanted far more money ( to settle Bolt
copywrite litigation)  than GOFH could pay.
Initially, I believe they (record labels) were also going to get
stock, but as the shares continued to plummet,
this became far less acceptable form of payment for them. So the deal
falls apart. Which means, Bolt is going
to have to file bankruptcy, and possibly shut down. GOFH loses a
golden opportunity to add some much needed
revenue to the company's coffers. And, of course, shareholders are
left holding the proverbial bag.

The only good news, if you can call it that, is GOFH now has some cash
(from PIPE finance deal) on hand to continue funding ongoing
operations. But "ongoing operations" is exactly the problem here. They
are burning through cash at highly unsustainable rate. They have
to know this...don't they? To be fair, they are still looking at a
couple of deals that could really prove to be a boon to the company's
growth
prospects. But will the execute and get one or both of these
transactions done? Now the concern turns to plain and simple courage.
Do GOFH execs, have the courage to to fix this company?...NOW!

It has taken them too long to close the Bolt deal, too long to
negotiate with record labels, too long to bring in a new CEO and too
long to
choose a direction in which to lead this company.

Verjee, FIRE some people already. In fact, fire most of them. STOP
spending so much cash! And know this, you will have to generously
compensate any company that might still be open to acquisition by you.
You may have to give up 50% or more of GOFH to get a deal
done. But last time I checked, 50% ( or even less) of something, is
far better than 100% control over a company with no value. The
further
dilution will piss off the few folks left holding your stock, but so
what...THEY ARE ALREADY PISSED!!!

As my past post clearly demonstrate, I'm a fan. But I'm no Kool-aid
drinker.

Certainly there were problems with the home mortgage industry, but
your characterization seems unfair.  A claim of fraud is a criminal
allegation.  I have seen no evidence of anything actionable, nor have
I even heard word of investigation of such matters.  I am not a fan of
AHM, but I would say they are guilty of poor judgment, yes.  Fraud,
no.  This seems to be the belief of the feds and most in the industry
also.

My comparison stands.  Compared to GOFH, AHM at least had a real
business model. GOFH does not.

Uuh...yeah.  If you read through the agreement, the private "notes"
held against GOFH are pretty draconian.  Full ratchet antidilution
etc.  The purchasers have the right to PUT notes back on GOFH.

It's called debt.  Not to mention the rate GOFH is burning through
cash.

Substantiation of claim, please.

Even if this were true, the question is: why isn't GOFH's board
authorizing a stock buyback for pennies on the dollar?  Good companies
do this.  Like MINI, whose board announced this week that they felt
that their stock was undervalued, so they are spending $50 million to
repurchase stock.  GOFH has enough money from their $10M private
capital infusion that they could repurchase every public note of their
company at current rates and still have 2.5 million left over.  Why
don't they do it?  Indeed, failure to do so when prices are so low --
down to just 5% of the February high -- cannot fail to be seen as
demonstrating a lack of the GOFH administration's confidence in their
own future.  Surely the current 32 cents/share would be a bargain
basement price for repurchasing if the stock had any future at all.
Even if the company remained stagnant, one could earn significant
money simply off of the volatility.

There is really only one possible reason for the lack of repurchase:
they see that their company has no future.  They realize that their
stock is virtually worthless, that their company is headed for the
toilet bowl. They struggle enough paying their own debts and trying to
figure out how they will stay in business 6 or 9 months from now when
their current funds are exhausted, that any idea of repurchasing
shares is simply crazy talk to them.   The fact that no one is buying,
that no one wants this company's stock even at fire-sale prices --
seemingly, not even the company executives themselves -- must be
viewed as a very bad sign, with worse yet to come.

Rats fleeing the sinking ship - check sec.gov for the latest bad news
- selling shareholders offering millions more shares...

This stock is going to zero.

jim:  I could be wrong, because the filing is very lengthly and
convoluted, and I am only performing a perfunctory review.  However,
doesn't this appear to be just an orderly unwind of the notes?
Essentially, the vast majority (or maybe all) of the noteholders are
being "forced converted" to common stock [I'm sure with their consent]
under the contractual provisions of the notes.  What this does is
eliminate all of the convenants, but in exchange for a massive
dilution.  Massive diluting a penny stock with no revenue is
laughable.

Ultimately, Jim, you may in fact be right (because I have no knowledge
of the inner workings here), but it flies in the face of logic.  The
amounts being considered here - ranging from $25,000 to $2M based on
current market - are not material to these holders.  As such, why
quickly bankrupt a compay to get back pennies, when you instead can
hold the stock in perpetuity with effectively no downside risk?

The damage was already done with the stock going from $5/$6 to $2,
then further to here.

Do you see my point?

chicago

[edit]
  Surely the current 32 cents/share would be a bargain

Have you ever conducted a stock tender?
The reason for no tender of the shares is 3 fold.
#1 major stakeholders will not tender
#2 the free trading shares are being held in retail accounts, which
are small and difficult to contact - administrtive hassle with low
probability of sucess
#3 any material non-public information held by the Directors that
would cause the stock to shoot upward would leave the company in
position for a shareholder lawsuit.  If the stock is trading at $0.36
and the company buys you out at $0.40, then they announce something
later and the stock moves up to $0.75, don't you see the potential
liability risk?

Ahhh. I remember when...
$0.32 a share....the good ol' days.

Anyone have any clue why their shares suddenly plummeted almost 30%
today after 1pm?  Did some news come out?

26 cents and counting...No soft landing here.

It's coming close to trading below cash on hand.  It says something....

....so someone has been nibbling for the last few days...the question
is who and why?  If the "why" is just a wild stab in the dark, then we
don't really care......it is not enough money to be material just yet

I hear that they are working on some big names and I see they're doing
some tests some kind of advertising as you can see on this link. If
you watch the video you will see the ads on the screen within
minutes!   http://www.gofish.com/player.gfp?gfid=30-1124063

I reviewed the ad prototype and I am not impressed with it.  If they
wanted something effective, they should look at the type of noxious
interference that appears on ESPN.com.

Regardless, someone is still nibbling......

GoFish Partners With adap.tv to Deliver Integrated Online Video Ads
Wednesday August 29, 8:30 am ET
adap.tv to Insert Contextually Relevant Ads Into Online Video on the
GoFish Network

SAN FRANCISCO--(BUSINESS WIRE)--GoFish Corporation (OTCBB:GOFH -
News), the leading Internet Video Network showcasing original, Made-
for-Internet ('MFI') programming, today announces a strategic
partnership with adap.tv, an in-video advertising network, to insert
third-party ads within video clips shown on the GoFish Network.
The partnership enables GoFish to match relevant, text-based ads with
its online video content using adap.tv's proprietary analytical
software. The technology analyzes video content in real-time and
instantaneously matches it with appropriate ads. adap.tv's in-video
advertising network currently serves some of the most popular online
video sites on the Web, including GoFish's Network of approximately 8
million unique users.

Last week online video site YouTube announced the introduction of semi-
transparent overlay ads at the bottom of select video clips. In-stream
text ads served on the GoFish Network through adap.tv's platform will
be similar to YouTube's new ad feature, however, the GoFish ads will
be contextually relevant through the use of adap.tv's proprietary
software.

"The monetization of video content has been one of the biggest
challenges posed by the advent of online video," said Tabreez Verjee,
president of GoFish. "Our partnership with adap.tv assists GoFish in
creating a compelling platform for advertisers in order to allow them
to reach target demographics, and does so in a way that does not
detract from the user experience."

"We are pleased to be partnering with GoFish, as they are the leading
platform in original online video programming aggregation and
distribution," said Amir Ashkenazi, CEO of adap.tv. "This is a
mutually beneficial strategic partnership that combines GoFish's
content and reach with adap.tv's contextual advertising solution to
enhance the consumer experience while increasing ad revenue."

About GoFish Corporation

GoFish Corporation, (OTCBB:GOFH - News) headquartered in San
Francisco, is a leading Internet Video Network that, in two years, has
grown to deliver millions of videos per month to a rapidly growing
audience of enthusiasts. The first publicly traded company in the
space and a pioneer in the development of original, Made-for-Internet
programming, GoFish is a destination on the web where millions of
people come to watch, create, upload and share the best in online
video entertainment. For more information about the company, go to
www.gofish.com.

About adap.tv

adap.tv is the leading in-video advertising network that delivers the
right ad at the right time to unlock the revenue potential of online
video to allow publishers and advertisers to match relevant
advertising with online video content. The company uses advanced
technology to analyze the video, audio, and metadata to serve
contextually relevant ads in a viewer-friendly manner. adap.tv
continues to monitor viewers' interaction with the ads and adapts in
real time to their interests and behavior. Founded in 2006, the
company is privately held and is headquartered in San Mateo, CA. For
more information, visit www.adap.tv.

Contact:
Levine Communications Office (for GoFish)
Alastair Duncan, 310-300-0950 (Media)
adun...@lcoonline.com
or
Market Street Partners (for GoFish)
Nate Wright, 415-445-3239 (Investors)
n...@marketstreetpartners.com
Joann Horne, 415-445-3233 (Investors)
jo...@marketstreetpartners.com
or
Trier Company (for adap.tv)
Beth Trier, 415-285-6147 (Media)
b...@triercompany.com

--------------------------------------------------------------------------- -----
Source: GoFish Corporation

eMarketer expects the market for online video advertising to smash the
$1 billion barrier by next year.

GOFH Looking Good!

not if you bought at $3

Don't worry gofh will be back up and $3 might be a steal down the road.