We could eventually run as high as $0.08 to $0.10. Totally possible, especially with a legit business, regular news updates, revenue stream, a low float, etc. Has all the ingredients.

This will break out. Not a matter of if, just a matter of when. All OTC driven by news and these guys are priming releases all month. I remember FU*Z CEO many months ago (when i was in) saying/tweeting "get ready," and within a month SP jumped from $0.20s to $3.00 on news. It's not foolproof, but news is the general rule.

I don't know about RAD's future business, but the common stockholders have spoken loud and clear here. The R/S was effectuated to allow for upcoming dilution. It would have been the same effect had Parsons raised the A/S. I see the way OMVS is trying to spin it (i.e. the reasons they are doing an R/S), but no one's buying it. Credibility kept taking a hit, now they pull this. Even if their reasons for an R/S are legit and have nothing to do with dilution, it still comes at the worst possible time with investor confidence being at a low (and now it's obviously at an all-time low).

Yeah, I know that's what everyone's saying, but the Articles don't require a vote for an R/S unless there's an effect on the Preferred Series stock. The Articles basically give GP full control to increase A/S or conduct an R/S if there's no effect in the value or rights of the preferred stock. Other things require a majority vote, but not that. Maybe he got SR to vote anyway just in case? I don't know. The Articles don't require it and the filing is a bit contradictory, although - like lightsoldier mentioned - it does state at the end of the first proposal that BOD approved that resolution and it was approved by majority vote.

I did read the filing closely. The Board's approval (under the first proposal, being the R/S) doesn't need consent from the majority of holders of the company's outstanding capital stock which is affirmed by the Articles of Incorporation. I don't know why it refers to the majority voteholders' consent in the filings at the end of the first proposal. But, look under the "General" heading under the first proposal; it only states that the BOD approved the resolution for the R/S. For the second proposal, being the name change, both the BOD and the holders of the majority of the outstanding voting capital stock of the company approved the resolution. Some resolutions need majority approval, some don't. I suspect Steve may have had an inkling about the R/S, but I'm not entirely convinced he knew exactly what it was. GP could have told him sign these consents for a name change and a share structure change (but the share structure doesn't objectively affect anyone's value ... although subjectively it obviously does). Either way, yes, SR should know better and know how these things work as a majority shareholder. Although he's got a ton of shares with the conversion rates (of preferred to common), his shares still get devalued just as much as the rest of us common stockholders.

Most important thing to watch now is how aggressive dilution is going to be.

I'm trying to take a more balanced view here. I personally don't know if Steve knew about the R/S. Yes, he's the CEO, but, remember, he's the CEO/sole director of RAD, not OMVS (GP is the CEO/sole director of OMVS). Yes, he has preferred series E shares in OMVS which entitles him to a majority of the vote and which gives him certain powers (when a simple majority is required). But look at Article 7(f)(iii)&(iv) of the Articles of Incorporation:

(iii) As provided by Nevada Revised Statutes 78.207, without repeating the section in full here, the board of directors shall have the authority to change the number of shares of any class or series, if any, of authorized stock by increasing or decreasing the number of authorized shares of the class or Series and correspondingly increasing or decreasing the number of issued and outstanding shares of the same class or series held by each stockholder of record at the effective date and time of the change by a resolution adopted by the board of directors, without obtaining the approval of the stockholders.

(iv) If a proposed increase or decrease in the number of issued and outstanding shares of any class or series would adversely alter or change any preference or any relative or other right given to any other class or series of outstanding shares, then the decrease must be approved by the vote, in addition to any vote required, of the holders of shares representing a majority of the voting power of each class or series whose preference or rights are adversely affected by the increase or decrease, regardless of limitations or restrictions on the voting power thereof. The increase or decrease does not have to be approved by the vote of the holders of shares representing a majority of the voting power in each class or series whose preference or rights are not adversely affected by the increase or decrease.

In other words, if Steve's special shares in OMVS are not affected by the R/S (in terms of their preference or rights), then my guess is that GP could have just moved forward with a R/S without obtaining Steve's vote. And I don't see how reducing the O/S common shares by way of a R/S would affect Steve's Class E and F special shares.

In terms of the R/S, it's ultimately not surprising that they chose to go down this route. They could have done this or they could have increased the A/S and the effect (of a mass sell-off) would have been the same. Many of us longs saw all of the notes in the latest Qs, but were hopeful that dilution - which is endemic in the OTC - would be managed properly. Because of the filing of the notice of the R/S, we can't be sure of this anymore; in fact, it's likely that we may get hit hard. In my opinion, an R/S is still the lesser of two evils versus an increase in the A/S, because it slows dilution, but the end result is the same. It would be interesting to watch L2 until the R/S takes effect and see what sort of dilutive MMs are on the ask. If dilution ain't too bad, we may still be ok.

In terms of the new convertible debt from 6100864 CANADA INC., I can't find very much on these guys, but I don't have too much time to look either. This is what I can dig up: the company was federally incorporated in Canada and provincially incorporated in Quebec back on May 28, 2003. The director is Joel Cohen and their address is 511 Place d'Armes, suite 303, Montreal, Quebec, H2Y 2W7.

Sorry, since I'm typing quickly on the phone, I neglected to address that, which is an excellent question. It will depend on the loan agreement between OMVS and the note holder. I don't think it affects those note holders that have fixed conversion prices, so (I think) those guys will benefit quite a bit when their conversion rates are set at fractions of a penny. But it'll affect those ones that convert based on VWAP calculations. Again, I can't be 100% sure of this hypothesis (and no one can) unless they read the specific loan agreement. But that's my best guess....

The 0.002 note holder, for example, basically has 150M shares to sell. With the O/S at 125M, it can sell about 6M shares at a time so that it doesn't own more than 4.99% of the O/S (although not a scientific calculation because it can sell more than that with each subsequent increase in O/S and there are other note holders selling too); with the O/S at 1.25M, it can only sell about 60k shares at a time. With the slow bleed, it buys RAD more time to pump before these note holders convert the entire outstanding balance(s).

I think that the only positive of this R/S is that the old, matured notes that have fixed conversion rates of $0.002, etc., will take longer to convert so note holders don't run afoul of the 4.99% ownership restrictions set by Rule 144. But without significant, positive news and income, it'll be a slow bleed after the R/S. The note conversions were going to happen as soon as we became current again. The R/S slows those conversions down a bit and buys RAD a bit more time to put out positive updates. imo.

I hope this doesn't turn into GBSN.

Sorry, you lost me. O/S refers to the outstanding common shares. The O/S will get reduced in a R/S.

On the positive side, Bux was right in his $3.00 prediction :/ Does anyone have any info about the new note holder from the latest Q? "6100864 Canada Inc." I'm going to run a corporate profile search and see if I can dig up some info on them. Knowing how OTC works, they're probably not "friendly," but let's see.

Did Parsons just screw over the note holders by reducing the O/S through a R/S? Now they can't convert more than 4.99% of 1.25M shares (especially when their conversion rates are set). . .

Unfortunately, without an "enthusiastic" PR, even the note holders can't convert at their discount rates without breaching the 4.99% blocker clauses in their agreements. People are happy that there's no significant dilution, but that's a red herring. Without significant volume, the note holders can't convert (at a massive discount) and then immediately sell the converted shares into the market so that they avoid holding 5% of the O/S and become affiliates of ELTZ. In other words, no volume = no dilution. But, no volume also makes bagholders out of everyone (investors, traders, and note holders alike). Like Novice2138 said, this company has done a terrible job pumping this thing. If this is going to move, Tecco needs to hire a new PR guy (one that he will actually pay unlike the last guy who quit because of an outstanding account).

The only way to make money on this one is technical analysis, you're completely correct. But why is 0002/0003 the "correct" entry point? Because of the recent spike in volume over the last few trading sessions? I'm just curious because a bunch of TA traders previously came in not too long ago telling everyone that, once we hit 0007/0008, we'd fly; well, we were in the low trips and we did hit 0007/0008 and we didn't fly anywhere but back down to 0001/0002. Dilution killed that theory.

Bad. If it was an acquisition that closed, he would have filed under 2.01. He filed it under 8.01 because he wanted to note that he's working on closing an acquisition. Both may be material events requiring the 8-K, but there's a huge difference between formally owing something and working towards owning something. But these are Tecco's tricks which most of us, who have been here a while, have seen in the past.

Well, unfortunately, just because notes have a "maturity date," doesn't mean note holders can't/don't convert before the maturity date. It all depends on the terms of the agreement and (at least most of the time) we don't have the benefit of seeing those terms. The only positive is that the AS is high because the note holders have huge collateral requirements and, as part of their security, they want ELTZ to have a lot of extra shares held.

Same boat. Only hope is if we can jump back on some pump and recoup some of those losses. We need details on the acquisitions - confirming that they actually closed and also confirming that they generate net profit. This hasn't happened since they changed from Elite Books and I doubt it'll ever happen at this rate. So the only hope is a technical analysis price swing, but the fear is the new notes will slow any run. Let's see.

Unlikely he's lying, but he filed the event under 8.01 "Other Events" which is a catch-all category. He didn't file it under 2.01 because it's not a formal acquisition. Many pumping the 8-K as "great," but that's not the case. My guess is that it's just more Tecco-style veneer which is fine because many of these pink sheets run on hype. But this thing needs a better storyline if it's going to run like M*EX. Or it needs a group to come on board and run it up to 00's.

Obviously fundamental analysis doesn't work here, Tecco can't convince anyone anymore. The only thing that may work is TA, but you need a lot more volume to move this thing anywhere. GL, my friend.

You could very well be right. It was the same trick with the Pirate $6.5M yearly revenues.

Yep, people jumping in now at just the right time. Before more filings to bring OMVS current and PRs to drive the pps up where it should be. The time is coming for OMVS longs...

Did ELTZ acquire Red Diamond Resources then? If so, why didn't Tecco check off "Item 2.01 Completion of Acquisition or Disposition of Assets?" in the 8-k? The only other option is that the acquisition was not deemed "significant." An acquisition or disposition is deemed significant if (1) the company's and its other subsidiaries' equity in the net book value of the assets or the amount paid or received for the assets exceeded 10% of the total assets of the company and its consolidated subsidiaries, or (2) the transaction involved a business that is significant under Regulation S-X.

Those are your only two options. The acquisition didn't formally close, which is my guess. Or, worse, if there was an acquisition, it wasn't significant as per the SEC's definition of significant (i.e. ELTZ's equity in the net book value of the assets or the amount paid for the assets exceeded 10% of its total assets ($225,474 assets as of last 10-Q, $125k of which was attributed to a deposit)). That means that they acquired Red Diamond Resources or shares in Red Diamond Resources for less than $22,547. Great deal to pay less than $22,547 to receive $4.5M annually, but who possibly believes that? Trade away, though. Nothing wrong with flipping this junk a bit.

Yes, agreed. But there will almost certainly be conditions precedent that have to be fulfilled by both buyer and seller prior to the acquisition taking place. Look at ELTZ's Pirate acquisition for example, where Pirate was touted as having approx. $6.5M in yearly revenue. They came to an agreement months ago (finalizing the acquisition) and yet they're still trying to figure out the final deal as ELTZ only tried to acquire Pirate's share capital and are now considering acquiring Pirate's assets as well. In the meantime, read the 10-Q and see the convertible notes used to finance the Pirate acquisition thus far - and there's been no actual acquisition just yet. My guess is that Red Diamond Resources is more of the same hype. They throw in a reference to master service agreements valued at $4.5M and people just see the $4.5M figure and get excited. You have to read into it a lot more than that. It's best to just trade this stock on the excitement, but don't hold for too long. Just my opinion though.

You must be new here.

Did you actually read the 8-k or just skim it?

They didn't actually acquire anything. They "finalized" the acquiring of Red Diamond Resources. How do you finalize the acquiring of something? They finalized an agreement to acquire it? Where's the agreement and what exactly are they buying? The language (in typical Tecco fashion) is deliberately vague. Just like the Pirate "acquisition" and corresponding tweets ... it sounds like they acquired it, but they didn't really and if they did acquire it, what exactly was acquired? The share capital (like they eventually disclosed in the Pirate deal)? Or the assets? There's a pretty big difference between the two and why so many people get sucked in when they hear "acquisition" & "8-k" lumped together.

And I agree, convertible debt is something every OTC stock has to deal with, but that's not the only problem here if you want particulars. Read the 10-Q filings in chronological order and you'll quickly get an idea of what's wrong here. You don't even have to read all of them, just read the last two.

Hopefully, for everyone's sake, they let this thing run a bit, but the history hasn't been so good here.

Bottomless pit of dilution here, sadly. No real acquisitions, just a bunch of hype. If you can flip this thing a few ticks, excellent. Otherwise, don't waste time with this one.

Yes sir/ma'am, agreed. I personally don't use diluted market cap for valuating penny stocks but it's technically correct (and oftentimes prudent) to do so.

F*SZ also no income. It was at 0.07 not long ago with an O/S of just under 120M, jumped to 0.70's, now consolidating at 0.50's. We should be at 0.50's once full boat of PRs gets put out.

Yes that's absolutely correct. GP, after the hypothetical conversion of Class F stock, should have about 125M (the current O/S amount). SR, after the hypothetical conversion of Class F stock, should have about 306M (the current O/S multiplied by 2.45). But, as it stands, GP and SR do not own any common shares and the O/S is only 125M. They would not be able to convert without increasing the current A/S count of 480M and then filing appropriate notices of their intention to convert. I certainly don't think they intend to convert and thereby dilute the O/S by more than a threefold factor. If there's any conversion from F to common, it's likely only going to be a partial conversion and it's going to be when we're in the dollars.

$$$ OMVS $$$

I think the conversion formula is as follows (but I just got home and I still have to read through the filing):

1 Class F unit = 1/1000th of the current O/S.

The same formula applies to SR. The chart you copied reflects their common share holdings as if they had already converted their Class F shares into common shares. I don't think GP and SR actually own any (unconverted) common shares.

Yes, everyone was part of 1 Billion o/s M*EX on its run to 0.05, but the dilution taps have not been turned off here. Besides that, you need hype news to get these pigs to run. Unfortunately, there's no such news here. The hype of the Pirate acquisition generating $6M in revenues happened long ago and the stock didn't move because dilution killed any run. If there's anymore bogus news here, any potential run will be killed by dilution. Just watch. You'll be fortunate to trade it up a few ticks. But don't hang around too long...

Did you see the $1,000,000+ balance of convertible notes? Do you really think this volume is just retail? Ask the T/A, they're at least ungagged.

Don't know what happened there. I thought we had 200,000-share volume when hitting 0.0639, but now TD says only 5300 traded. Whether it was a fat finger or not, we'll move up past 0.06s soon enough :)

We've all wanted this thing to turn around, but it's not going to with all the notes. You can maybe flip it if it runs up a few ticks, but look at the last 10-Q, specifically "NOTE 5 – CONVERTIBLE PROMISSORY NOTES PAYABLE."

Look at note balance ended Q1 and ended Q4. The O/S at the end of September 2017 was 186,412,753. The O/S at the end of January was 718,282,979. All those new shares added to the float between Q3 and Q4 and instead of the convertible note balance decreasing, it's increasing. Wow, the 8-k shows $50,000 paid off. That's a drop in the bucket here. It would take a miracle to move this sucker, unfortunately. But, it is the OTC, so who knows. . .

Yes, after they file the darned financials. Frustrating for everyone, especially us shareholders who expected these documents to be completed many months ago.

Nevertheless, financials shouldn't disclose any surprises and I hope we can eventually blast through the summer highs that we reached back in August. And we'll be back to normal volume with financials and new PRs/8-ks.

The big unknown is when are these new auditors going to file everything? It's impossible to even make an educated guess at this point. I hope they're aiming for before the Q1.

Your original understanding is correct. SR is not a D & O in OMVS (i.e. he's not the boss). He's a majority shareholder in terms of his Class E shares which have extra voting powers but are subordinate to common shares. Do we know how many common shares GP or any affiliates of his own? Perhaps the best SR can do is call a shareholder vote and remove GP as D/O if he's not happy. Just because SR owns a majority of Class E shares doesn't mean he has control over the day-to-day business of OMVS.

Trade this thing, but don't hang around here too long. Large amounts of convertible debt and the $50k note referenced in the 8-k is a drop in the bucket.

Any money thrown into "news" will get swallowed up by the vortex of existing notes. Huge volume last few months only paid off a small amount of convertible debt (despite Tecco's representations & tweets). In the meantime, more convertible notes were obtained.
Watch out.

If you've lost money, start here:
https://www.sec.gov/tcr

(although it's unlikely SEC will do anything)

Nervous sellers getting out. No problem, nothing's changed.
Once filings hit, we're off to the races.
When will we see filings? Before end of next week is likely (but, obviously, don't quote me on it as I've been very wrong on my filings prediction).
GLTA . . . Try to keep emotions out of it as much as you can; it's the only way to make $$$.

$$$ OMVS $$$

Set to go through largest amount of volume in two years, the way it's trading today: https://www.barchart.com/stocks/quotes/MSPC/price-history/historical.

Although the O/S is high at close to 4B, not too many convertible notes to worry about. Could and should get to 00's no problem with the right catalysts...