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Atlantic Energy Solutions Inc (AESO) RSS Feed

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Created
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Moderators fink Gnarlyman

Welcome to the IHUB Board for Atlantic Energy Solution INC. Ticker Symbol $AESO

$AESO is a former SYNERGY Management Shell sold to Recruiter.com (NASDAQ:RCRT) on August 23th, 2023 in a deal between Ben Berry and Miles Jennings (CEO: RCRT).

https://www.otcmarkets.com/otcapi/company/financial-report/380061/content

Recruiter.com purchased the $AESO shell in order to Spin-Out of certain Recruiter.com assets in to a newly formed company called COGNOGROUP. 

According to Miles the company will be a holding company. 

 

https://www.cognogroup.com/

 

Response from Miles about the general business design of Cognogroup. 

 

 

Miles Jennings <milesjennings@gmail.com>

Fri, Sep 1, 2023, 1:31?PM

   
 
 

Hi Jeremy,

Thanks for the nice note.
You're right, our plan for the new spinout company is more of a multi-brand holding company rather than a single brand company like Recruiter.com. As I mentioned on the last presentation, we are
concentrating on reducing costs, developing a lighter footprint, and focusing on technology-enabled businesses.

Best,

Miles

______________________________________________________

Current Website of CognoGroup

https://www.cognogroup.com/

YouTube Video: Original Introduction of CognoGroup, Inc starts in this RCRT Investor presentation@ 16:48 found here. (If IHUB doesn't redirect to YouTube copy & paste it into a browser)


https://youtu.be/t7cWD_lmmoY?si=Auyxl2d4RGPkRDQ1
 
The Reverse Merger with Gologiq is replaced with an exclusive Technology Licensing agreement for 10 Years as of February 23,2024

 
On February 23, 2024, the Company entered into a certain Technology License and Commercialization Agreement with GoLogiq, Inc. (the “GOLQ Licensing Agreement”) that supersedes and replaces in its entirety the GOLQ Agreement, as amended by the August 29 Amendment and the August 18 Amendment.  Under the GOLQ Licensing Agreement, GOLQ grants the Company a worldwide, exclusive license (the “GOLQ License”) to the Company to develop its fintech technology (the “GOLQ Technology”) and sell products derived thereof, including its Createapp, Paylogiq, Gologiq, and Radix AI technology and products (the “Licensed Products”), for a term of 10 years, with automatic two (2) year renewals as further described  therein (the “Term”). In exchange with such license, the Company will issue to GOLQ such number of shares of Company common stock that represents 19.99% of the number of issued and outstanding shares of the Company common stock on the business day prior to the effective date as defined therein (the “Shares”).  Following the issuance of the Shares, GOLQ will own 16.66% of the issued and outstanding shares of the Company common stock.   In addition, the Company shall pay to GOLQ a royalty of eight percent (8%) of net sales of Licensed Products, as defined therein, during the Term. Further, GOLQ grants to the Company the option to purchase the GOLQ Technology and the Licensed Products for a purchase price of $400,000 for the duration of the Term, subject to shareholder approval if required under applicable laws and regulations at the time of notice of exercise.
 
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1462223/000165495424002141/rcrt_8k.htm
 
In addition to the licensing agreement between $GOLQ & $RCRT these other deals have been made along the way with 2 other companies JobMobz and Futuris ($FTRS)

1st: JobMobz is a Recruiting RPO form based in California founded by Jesse Tinsley (very active on LinkedIn) He is currently listed as the CEO of Recruiter.com. 

https://www.linkedin.com/company/job-mobz/about/

https://www.linkedin.com/in/jessetinsley/

Current Deal with $RCRT to purchase certain Assets of Recruiter.com contained in this link. No changes have been made publically to the deal publically that I have found. Details can also be found in the 8K filing specifically Exhibit 2.1.

https://finance.yahoo.com/news/job-mobz-acquire-iconic-recruiter-120000029.html?guccounter=1&guce_referrer=aHR0cHM6Ly93d3cuZ29vZ2xlLmNvbS8&guce_referrer_sig=AQAAAF0vJn7XvwLjXIiT1XPVITfbBHG-fP0PMNPJQuioN1zT31rXDB2F1z2wdSD0vcrZ54u97a9DOW4qM91b5Nt3v0Kr2Qg3VT7NN6ifEg8IhP1ftqFAGvKFgbSb52H56659U9F2CKr22eN6TVo8bSoQN18U5FJEyGGrpen3L14Nko8z

https://recruitingdaily.com/news/job-mobzs-acquisition-of-recruiter-com-claims-to-redefine-the-realm-of-recruitment/

https://www.sec.gov/ix?doc=/Archives/edgar/data/0001462223/000165495423011142/rcrt_8k.htm
Basics of the Sale of the Recruiter.com assets to JobMobz result in the following for $AESO
$1.5M in cash at closing; (Presumably paid due to Montage allowance to begin spin-out of RCRT Assets to $AESO as of 2/13/2024 Board meeting)
An additional $250K payable by June 30, 2024 Per latest 8K https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1462223/000165495424002949/rcrt_8k.htm
A 3-year services agreement;
Shares comprising ten percent (10%) of Job Mobz, a private California corporation that forecasts 2024 revenue in excess of $50 million with net profit margins of approximately 15-20%;
Quarterly profit sharing expected to begin in Q1 2024  

Jesse Tinsley increase his revenue projection for Jobmobz in a tweet on X to $100M annual revenue. According to tweets by Jesse, JobMobz intends to purchase 6 more companies by end of 2024. 

https://x.com/JesseTinsley/status/1692341724872618066?s=20

2nd: Futuris (OTC:$FTRS) is a Healthcare and IT Staffing company based out of Rockville,Maryland. 

https://www.otcmarkets.com/stock/FTRS/profile

https://www.futuris.company/

$RCRT sold a healthcare staffing business and certain client contracts to a Futuris subsidiary called Insigma for the following based on $RCRT 10-Q. 

https://www.sec.gov/ix?doc=/Archives/edgar/data/0001462223/000165495423014620/rcrt_10q.htm

As consideration for the assets sold, and upon completion of the assignment of certain acquired assets to Insigma, Insigma would issue to the Company a number of shares of common stock of FTRS equal to $500,000 based on the 30 day volume weighted average price preceding the closing date, as defined. The Insigma Agreement also provides for the payment of up to $2,000,000 of additional cash consideration as an earnout payment to the Company, which shall be payable in monthly installments beginning 30 days from the closing date and based on the Gross Margin (as defined in the Insigma Agreement) generated by the acquired assets. On October 2, 2023 the Company and Insigma finalized the transfer based on the Closing Date (as defined in the Insigma Agreement). On October 5, 2023 the Company received 9,518,605 shares of common stock of FTRS. The shares were Valued at  $634,605 based on the October 2, 2023, stock price of $0.0667.

Note: I am inclined to think this deal was made (sort of prompted) between $FTRS and $RCRT in connection with the $AESO shell purchase. Synergy Management previously sold the $FTRS shell to their current management. This is just a hunch, but since $AESO was also a Synergy shell it is plausible a connect was made there somewhere. 
 

Spin Outs:   Based on the Board vote on 2/13/2024 to begin the process of changing the coorporations name from Atlantic Energy - CognoGroup and also apply for a ticker change it is probable the MONTAGE debt arrangements listed in EXHIBIT 10.1 has been satified with the initial $1.5M payment. 

This 8K explains the reasoning in assuming the $1.5M was paid to RCRT to service Montage debt agreements and proceed with Spin-Out. 

Item 8.01. Other Events.

To prepare and effectuate the spin out of Atlantic Energy Solutions, Inc. (currently being renamed CognoGroup), on February 13,2024, the Board authorized certain corporate actions, including the transfer of assets and liabilities between subsidiaries of the Company, the renaming of Recruiter.com Recruiting Solutions, LLC to CognoGroup, LLC, and the reorganization of Recruiter.com Recruiting Solutions, LLC to a subsidiary of Atlantic Energy Solutions, Inc. Additionally, the Board of Directors authorized that management may take such steps necessary to change the name of Recruiter.com Group, Inc. to reflect its purpose and a corresponding change to the company’s stock symbol.

https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1462223/000165495424001976/rcrt_8k.htm

Also noted in the RCRT Shareholder Update: https://feeds.issuerdirect.com/news-release.html?newsid=8147323872573577

Spin-Out Update - CognoGroup

The Company is continuing its previously announced plans to consolidate its current assets into Atlantic Energy Solutions (OTC:AESO), which is planned to be renamed CognoGroup ("CognoGroup").

CognoGroup is planned to hold several assets and operating businesses, including Mediabistro, a leading job board for the media industry, the partnership with and shares of Job Mobz after the Recruiter.com transaction closes, shares of Futuris, Inc. granted to the Company from the recent sale of its healthcare staffing business, and other assets and ventures centered around artificial intelligence and recruitment technology.

On February 12, 2024, the Company's Board voted unanimously to perform certain administrative actions necessary to prepare for and effectuate the spin-out, including corporate restructuring and renaming.


10.1 Requirements (Montage requirements)
D. The JobMobz Sale, GoLogiq Acquisition, Asset Transfer and Spinoff Transaction are prohibited under the Agreement. Borrowers have requested, and Lender has agreed to, consent to the foregoing transactions in accordance with the terms set forth herein. The parties also desire to join Cognogroup as a Borrower to the Agreement and amend the Agreement in accordance with the terms of this Amendment. 


Principal paydown is the $1.5M from Jobmobz. 
4. Consent to Other Transactions. Following Lender’s receipt of the Principal Paydown, Lender consents to the Gologiq Acquisition (and the Change in Control resulting therefrom), the Asset Transfer, and the Spinoff Transaction.

https://www.sec.gov/Archives/edgar/data/1462223/000165495423011142/rcrt_ex101.htm

Spin-Out Companies / Partnerships 

MediaBistro.com, This is a premier Job board for Media related hiring opportunites worldwide. Founded in the 1999 and sold 3-4 times according to Wikipedia. Parrut, Inc. purchased the MB company in 2021

https://www.mediabistro.com/

https://twitter.com/mediabistro Currently 145.9M followers 

https://www.linkedin.com/company/mediabistro/ Currently 14K followers

https://www.facebook.com/mediabistro Currently 61K followers

https://en.wikipedia.org/wiki/Mediabistro_(website)The company was later acquired by Parrut, Inc. In 2021, Mediabistro was purchased by a recruiting solutions platform, for an undisclosed sum.

Last RCRT 10-K filed 3/31/2023
Effective July 7, 2021, we entered into and closed on an Asset Purchase Agreement with Parrut, Inc. (“Parrut”), and certain individuals named therein. Parrut does business as Uncubed and we acquired the assets of the Technology Solutions Division of Uncubed. The purchased assets include assets related to Finalist, an online marketplace for sourcing and screening early-professional software and data candidates and assets related to Uncubed’s job board technology and candidate engagement platform which includes Mediabistro, a job board and professional community for media, content, and creative professionals (the “Parrut Purchase”).

As consideration for the Parrut Purchase, we paid $500,000 in cash at closing, a $1,750,000 promissory note with an interest rate of 6% and an original maturity date of July 1, 2023, and granted to Parrut 257,545 shares of our Common Stock, valued at $1,264,551. In addition, the terms of the Parrut Purchase include “earn-out” provisions under which we could become obligated to pay Parrut up to an additional $1,350,000 in the form of our Common Stock (the “Parrut Earn-Out Consideration”). The Parrut Earn-Out Consideration is equal to 1.35 times our revenue derived or generated from the assets purchased in the Parrut Purchase achieved during the twelve-month period immediately following the closing date. In October 2022, we confirmed Parrut earned the maximum earnout of $1,350,000 and we issued 1,374,678 common shares to Parrut at a price of $0.98 per share, the 20-day volume weighted average price prior to completion of the earnout period.

On October 19, 2022, Parrut agreed to subordinate their note to the loan owed to Montage Capital II, L.P. In return, we restructured the payment schedule to Parrut. The Parrut note now has an annual interest rate of 12% and matures on August 31, 2023.
https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/1462223/000165495423004101/recruiter_10k.htm

 

Candidate Pitch AI, Uses AI to develop E-Resumes, see video. https://candidatepitch.com/

https://youtu.be/nJJIdqug0HM

Millionways, Inc. partnership. (Additonal Revenue sharing potential and equity agreements in article) 

https://www.proactiveinvestors.com/companies/news/1018400/recruiter-com-partners-with-millionways-to-bring-ai-powered-personality-evaluation-to-hiring-1018400.html

https://finance.yahoo.com/news/recruiter-com-millionways-forge-partnership-130000728.html

Recruiter.com has agreed to pay millionways a licensing fee based on a revenue-sharing model. Under this agreement, millionways will receive fifty percent of the net revenue that stems from the product sales. Which means $AESO would presumably receive the other 50%

https://millionways.me/#/en

Demo https://millionways.ai/#/

Just prior to this partnership agreement, Millionways entered a LOI to give Quantum Computing, Inc. (NASDAQ: QUBT) Not sure how this affects $RCRT partnership. 
https://www.quantumcomputinginc.com/press-releases/quantum-computing-inc-signs-letter-of-intent-to-acquire-privately-held-artificial-intelligence-platform-millionways/


AI Exchange Group (LinkedIn)    https://www.linkedin.com/groups/37888

Plans for marketing $AESO products through this group. Per the statements in the Investor presentation video linked above. 

__________________________________________________________-

Other Speculative Connections:

Aura by Bain & Company https://www.linkedin.com/company/aura-ceo/

Evan Sohn is the current CEO of AURA and also a director for $AESO and Chairman of the Board of $RCRT. https://www.linkedin.com/in/evansohn/

Wallace Ruiz is the current CFO of INUVO (NYSE: $INUV), Interesting potential tool is access to $INUV's patented AI software solution called IntentKey. Also listed as a director of $AESO in the Supplemental change of control document as well as a Board Member of $RCRT. Good connection for ad/marketing for $AESO later too. 

https://www.otcmarkets.com/otcapi/company/financial-report/380061/content


If anyone has anything they would like to add feel free to send me a public or private message. 

Gnarlyman

 
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