Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
When unregistered, non-exempt shares are illegally (fraudulently) sold on the public market as in the case of DSUS/PVEC, perpetrators buying shares on the open market supposedly to replace them does nothing to avoid legal penalties including any court-ordered disgorgement of illegal profits. It wouldn't reverse what they did. The victims of the fraud are still out the money they lost.
What's really sad is that Kerry Thacker and Jason Baker preyed upon victims of the PVEC scam when they reorganized and promoted the stock-selling scam using or cooperating with the people who became the BOD of Drone Services USA, Inc. Kerry apparently knew of the Wells Notice (which is notice from the SEC of an intent to file an enforcement action) when she acted as a consultant (agent) to the new BOD. It's unknown how much Jason, who did the website work promoting false information, knew about the probable enforcement action but he is not innocent in the scam. Jason also created websites with extensive false information for PVEC (fka VDSC) under Peter Villiotis.
The two of them gained the trust and confidence of some former PVEC shareholders who unfortunately "threw good money after bad" by buying the worthless stock of DSUS after already losing money on PVEC.
Kerry relentlessly attacked people who warned about fraud with PVEC and DSUS, claiming people like me worked for hedge funds or toxic funders and were the ones acting illegally and not to be trusted. Kerry and Jason went so far as to turn the old PVEC website into rants about me and another poster.
Kerry, Jason and the Directors of DSUS used the same kind of private communications and restricted shareholder conference calls used when Kerry and Jason were part of PVEC. There were also claims that anyone who harmed the stock would not qualify to redeem any Series C shares they held. Kerry did much to make her devotees feel special and protected.
It is ALWAYS a HUGE red flag when companies start treating some shareholders as special -- on the inside track.
Who was really profiting from the sale of the free-trading stock issued after the reverse split (especially in the 30 days following the split when the new shares weren't delivered to retail brokers)? The truth is now being revealed.
Kerry, with the cooperation of DSUS officers and directors who allowed the release of false and misleading press releases over several months, made assurances that the $3.85 million owed in Series C Preferred Shares would be redeemed when it was obvious that no legitimate company would ever assume such a huge debt for nothing in exchange.
The DSUS directors, who are incredibly naive and gullible if not outright dishonest, appear to have believed that Kerry was some sort of penny stock legal expert and that if they merely said they "intended" to redeem the preferred share certificates, they would not be obligated to do so if they disclaimed the use of the word "intend" in a "forward-looking" language disclaimer. It would not surprise me to see additional complaints regarding more recent events added by the SEC.
DSUS (PVEC) is defunct and no one should risk buying the stock. I'm surprised that the SEC did not issue a 10-day trading suspension along with the complaint. Such a suspension would relegate the stock to the grey market.
https://www.sec.gov/litigation/complaints/2016/comp23468.pdf
http://www.sec.gov/litigation/litreleases/2016/lr23468.htm
DSUS - Official "Caveat Emptor" warning from OTC Markets as of 12/12/15. I'm surprised it took them so long given the numerous disclosures of fraud and in the Shareholder letter issued by the former BOD when they resigned, including that the company had received a Wells Notice from the SEC regarding an active investigation and intended enforcement action.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=118714655
IJJP has been a toxic dilution scam with various bogus business plans for several years. CEO Clifford Pope has repeatedly aligned with some of the most notorious toxic diluters and outright fraudsters over the years. Until the fraudulent use of the Section 3(a)(10) exemption from registration orchestrated by the attorney Randall Goulding, IJJP never had a significant run. Because the run was based on a planned pump and dump scheme, its collapse was inevitable as I and others warned.
This ticker and the insiders involved through its history are so toxic that no one should ever buy the stock and hold for more than a day or two. No one should ever believe anything claimed by the company.
Some insight into the fraudulent medical marijuana business plan that was used to pump and dump the stock:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=111951380
Drone Services USA, Inc. (DSUS) website update:
Full text of DSUS Board Resignation Letter issued on 11/18/2015:
Drone Services USA, Inc. is "owned" by its common shareholders but the rights of creditors take priority in a liquidation. Although preferred shares aren't ownership shares, the rights conferred in them often take precedence behind creditors but before common stock a liquidation.
Prior to the name and Director/Officer changes, Peter Villiotis controlled the company via super-voting preferred shares which were supposedly transferred to Joel Bredow and are now supposedly in an escrow account held by an undisclosed third party. Shareholders have a right to know who holds the shares in escrow. The escrow holder is likely an attorney and could be Melissa Rice.
Being that all of the directors and officers have supposedly resigned, the corporation is now at risk of being hijacked although anyone who tried to do that given that it is now known that the company has been under investigation by the SEC.
If there is one diretor who hasn't formally resigned, he could engage legal counsel on behalf of the company to represent the common shareholders going forward. Unfortunately the company likely has no money to pay an attorney.
Shareholders with a sufficient voting block could potentially petition the NV SOS to take over the corporation, but it is so tainted that such an effort would likely not result in a return on additional investment.
Given the seriousness of the situation, I would be surprised it it does not end up with a 10-day suspension and relegation to the grey market. Sometimes that takes a long time but the resignations and allegations made by the departing BOD could cause them to move quicker.
Who is the unnamed "founder" of Drone Services USA Kerry references and why did she not know his "true identity" when working with him to take over this publicly-traded company? Why was she supposedly working with law enforcement when she claims she first discovered his "true identity" in July?
DSUS: Hard to believe but Melissa K. Rice was added to the OTC Markets profile page of Drone Services USA, Inc. as both an officer/director and legal counsel despite her history of SEC enforcement actions resulting in disgorgement and a still in effect 5-year penny stock ban. She is also on the prohibited attorney list for OTC Markets.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=117953268
Rice was added to the profile page a few days ago and yesterday DSUS issued a news release regarding an alleged cyber-attack by a former consultant recently dismissed. The company claims this consultant retaliated by hacking into its website and email accounts and sent threats using email account of CEO Joel Bredow.
Presumably the consultant is CM Research, LLC (CMR) which facilitated what was falsely claimed to be a reverse merger that resulted in PV Enterprises International, Inc. (PVEC) becoming Drone Services USA, Inc. (DSUS). In reality there was no private company that merged into the PVEI shell but simply changes in the corporate name, BOD and ticker as well as a 1 for 260 reverse split.
It is unknown if the addition of Melissa Rice to the DSUS profile page was done by a current officer or the former consultant accused of the "cyber attack." The company made no claim about the consultant putting inaccurate information on OTC Markets or about the addition of Melissa Rice.
Additional information and links in these posts:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=117919788
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=117922548
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=117929137
Given the above and other recent comments by the company combined with the dirty history of the tainted shell, I suspect that the current officers and directors are preparing to back out of the fake reverse merger. It is unknown if they paid anything for the shell or what exactly occurred to cause them to appear to take it over.
Caveat emptor!
There are no office suites at 1421 N. Leroy St. in Fenton, MI. The address is for the Going Postal store only. Although it is deceptive, the "Suite #131" DSUS uses as its address on its website is the number of the rented postal box with the Going Postal store. It is not an office or suite. It's interesting that the address on its OTC Markets profile page does not use the word "suite."
As others have explained, each store at the Fenton Galleria Shopping Center has its own street address ranging from 1421 to 1455 N Leroy St.
Below is a photo of the businesses at 1429 and 1431 1421 N. Leroy St. taken from Loopnet (link below) which also has photos of other businesses in that shopping center.
http://www.loopnet.com/Listing/18136792/1421-1455-N-Leroy-St-Fenton-MI/
As you seem to understand, not having an actual office and using an address deceptively is a red flag -- just one of many with this company. If they really were transparent, they would be open about the fact that they use a rental box as a mailing address and don't have an actual office. Had they done so, it would have avoided the kind of misunderstanding you developed.
This is the photo of 1421 N. Leroy St in Fenton, MI that has been posted here multiple times.
Hopefully today's press release will bring about more transparency by Joel Bredow, Mike Elliot and the rest of the BOD.
The dsusa.co domain was registered with Go Daddy yesterday. It is interesting that they used Domains By Proxy, LLC as the registrant in order to keep the registration information private. I can understand why private individuals might use a proxy service for domain registration but not a supposedly "transparent" public company. Just showing the name and contact information for a registrant does not make it easier to hack the website.
Many penny stock scam companies use proxy services to register domains. Some people might rightly be skeptical of a publicly-traded company that does not register its domain in its own name with its own contact information. DSUS has just added another red flag in my opinion.
It's pretty clear that today's DSUS PR refers to CM Research, LLC (Kerry Thacker and Jason Baker):
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=117919788
Interestingly, in late 2013 Jason registered URLs and created websites for PVEC. Jason later disabled those sites when he resigned over dissatisfaction with payment. Peter simply registered new URLs and had new websites created. Is this deja vu?
I noticed early on that Jason had originally registered the dusua.us domain under his own name using CMR as the company. The registration was later changed to reflect DSUSA contact information but he likely retained control over the site.
I have long suspected that this venture will eventually unwind. There was no reverse merger with a private company as was falsely claimed in the beginning. The current officers and directors could simply resign and walk away.
It appears that the groundwork is being laid for such to occur with the excuse that the directors and officers were not fully informed before doing what they most recently call "partnering" with this public company.
The claim to want to be transparent is questionable given that there has been zero disclosure as to what actually occurred when they took over the public Nevada corporation then named PV Enterprises International, Inc. Did they pay money to to buy the shell?
If they want to be transparent, why have they allowed so many false and misleading press releases to be issued? Why haven't they issued financial and disclosure statements? What is the status of the corporation's obligation to redeem the nearly $4 million in Series C preferred shares?
The addition of Melissa Rise, an attorney with previous SEC sanctions still under a 5-year penny stock ban, as legal counsel and possible a member of the BOD is a HUGE red flag. Was she brought in by the current BOD or by Kerry? It's all such mystery.
It will be very educational to see what transpires here. Unfortunately I do not think it will end well for DSUS shareholders.
DSUS news:
The DSUS annual financial and disclosure statement for FYE 6/30/2105 was due yesterday. OTC Markets uses the same deadlines for financial reports used by the SEC for non-accelerated filers -- 90 days after fiscal year end and 45 days after the end of each fiscal quarter.
Although CEO Joel Bredow stated in a supplemental information statement uploaded to OTC Markets on 7/28/15 that the annual financial statement would be filed "on time" by the due date of 9/30/15, he added a statement that if the financial reports were audited, they would be filed by 10/30/15 "as per the requirements of OTC Markets." (See bottom of this post for quote and link.)
Joel may misunderstand the disclosure deadlines to maintain "Current Information" status. The due date for for annual financial and disclosure statements is 90 days following FYE regardless of whether or not the financial statements are audited.
What seems to have confused him is that an attorney opinion letter must be uploaded within 120 days of FYE if the financial statements were not audited by a a PCAOB registered audit firm (30 days after the due date for the annual financial and disclosure report). If he is going to the the CEO of a publicly-traded company, he should be sure he understands disclosure requirements and due dates. If the overdue report isn't filed promptly, the company may be dropped back to "Limited Information" status (yield sign) on OTC Markets.
A link to the "fillable" Word document that contains the "OTC Pink Basic Disclosure Guidelines" can be found under the "Current Information" paragraph on this page:
http://www.otcmarkets.com/marketplaces/otc-pink
XNRG's abuse of the Section 3(a)(10) exemption from registration to issue over $2 million in free-trading shares in exchange for questionable so-called "debts" owed to insiders and other related parties (including prepayment for services not yet rendered) pretty much assured continuation of a no-bid status.
The cessation of filing the required periodic financial and disclosure reports on via EDGAR is just more evidence of a scam operation that primarily exists to sell stock and enrich insiders.
IJJP has been nothing but a pump and dump vehicle following the bankruptcy of the original company several years ago. The original company went private and left Clifford Pope with the shell.
Pope engaged a parade of notorious toxic financiers (Big Apple Consulting/Boost Management, Fairhills Capital/Edward Bronson, Magna Group/Joshua Sason, Blulife, etc.) that touted various great-sounding business plans while dumping newly-minted free-trading shares issued under the improper use of Regulation D Rule 504 as an exemption to registration. With each pump, the stock was eventually diluted to no-bid and the company went into a dormant period before the next pump.
Investors and traders finally learned to avoid companies that raise money through Rule 504 so that gravy train died. For the most recent pump, Pope signed on with attorney Randal Goudling to try one of the newest trends in toxic dilution -- the improper use of Section 3(a)(10) as an exemption to registration.
The scheme that Goulding hatched was creative but blatantly fraudulent. I've explained it in several posts so won't bother again. You can find links to the information in my posts over the past several months. This one has a few links to key posts:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=111951380
With Section 3(a)(10), the new free-trading shares are issued following a "fairness hearing" in which the recipients of the new shares agree to receive them in exchange for debt, other securities or property interest. The exemption is typically improperly used for bogus/questionable debts, but in this elaborate scheme, Goulding and his cohorts created bogus "property interests" in non-existent medial marijuana farms.
Several individuals and companies were issued millions of free-trading shares in IJJP. The concept was that they would sell the shares and then put some of their proceeds into an escrow account which would eventually fund the construction of the MMJ farms. If the farms were ever built and achieved a profit, IJJP would share in the proceeds.
The scheme involved five other OTC stocks (TWDL, GEAR, ENTI, CWIR and HALB) that were supposed to issue shares to the same recipients who owned the bogus "property interest" in the MMJ farms. IJJP issue its first tranche of 1,020,867,796 shares in November 2014 following the "fairness hearing" but apparently not all of the companies followed through.
Because all of the shares were issued as free trading, the float increase happened all at once. However, those shares all needed to be sold to the public. As the shares were dumped by the "property interest" recipients, the float didn't change yet the effect of the sudden dilution took its toll. Because of the way the dilution was done, investors and traders took false comfort in the fact that the float wasn't increasing.
The scheme apparently fell apart and IJJP is now touting that it will be helping dark shells to reactivate.
I have been following IJJP for over five years and have never been wrong in my warnings about its toxic dilution and pump and dump promotions. Never trust anything this company touts about itself. The sole goal is and always has been to sell stock. None of its touted business plans has ever amounted anything.
Frederick Beeler's accounting services appear to be primarily in tax preparation and bookeeing. He does not claim to be a CPA. He may prepare the corporate tax return for the IRS but he is in not qualified to do an audit of an official public company.
Anyone can prepare financial unaudited statements for a public company, but only PCAOB-registered firm can legally perform an audit of a public company.
The Public Accounting Accounting Oversight Board (PCAOB) is a regulatory agency established by Congress via the The Sarbanes-Oxley Act of 2002 in the wake of multiple accounting scandals such as Enron.
http://pcaobus.org/Pages/default.aspx
It is odd that DSUS lists Beeler as its "public accountant." If he prepares financial statements for the company, they could not be called "audited" and would not be acceptable for submission to the SEC for "uplisting" the venue on which the company's stock trades.
Beeler's online resume is shown as having been updated on May 3 of this year:
http://www.indeed.com/r/Frederick-Beeler/512b5292cfcab70d
He seems to be a hard-working, honest person who does not claim to be an auditor. He really should not be listed on the company's website as its "public" accountant. If they want to list him, perhaps he should just refer to him as their accountant or tax accountant.
In reading further, AMF Optics, which became a subsidiary of Hyperion Development early last year, manufactures the optics in the Hyperion irCINE-X LWIR lens used in the IR Distro UAV cameras. US-based AMF Optics is ITAR registered and ISO 9000 certified.
http://www.amfoptics.com/
http://www.amfoptics.com/new-page-2/
The lens was developed by Hyperion specifically for use on UAVs/drones:
IR Distro cameras appear to use the Hyperion IrCINE-X LWIR Lens made by Hyperion Development, LLC. IRD's camera lenses display the Hyperion name and Joel Bredow displayed the cameras in Hyperion's booth at the April 2015 SPIE DSS expo in Baltimore.
See photos of the cameras and lenses: https://www.facebook.com/IRDistro
Hyperion bought AMF Graphics:
http://www.amfoptics.com/dronesuav/
Hyperion apparently outsources manufacturing, which is appropriate for their type and size of business. Their expertise is in design and engineering -- not direct manufacturing. The cameras themselves (using Hyperion lenses) are likely made by one of Hyperion's contracted manufacturers, but IR Distro could have its own arrangement for manufacturing the cameras.
DSUS (fka PVEC) was formally evicted from the office at the Portside Yachting Center last week. I noticed on Tuesday (7/21/15) that the Broward County website showed a disposition had been entered (previously stated pending). Earlier this week the leasing agent confirmed that the eviction was complete as the sheriff's notice posted on the door had passed sufficient time. He also stated that a company named Drone Services USA, Inc. (DSUS) was never a tenant.
The leasing agents are Kevin DeNell and Mark Ellert at telephone number (954) 467-4033. I spoke with Kevin DeNell at that number on Tuesday.
http://www.loopnet.com/Listing/15020596/1850-SE-17th-Street-Causeway-Fort-Lauderdale-FL/
From the Broward County court records:
Although the status of the eviction action filed 6 weeks ago by the landlord of the Fort Lauderdale office used by PV Enterprises International, Inc. and claimed by the new officers and directors of the renamed Drone Services USA, Inc. (DSUS) to be its corporate headquarters is still pending, it appears the current officers know they will no longer be able make that claim.
The company now claims that the Tampa address of it Florida registered agent is its principal address as well as the address of its officers/directors in the newly-formed Florida "foreign corporation."
Because DSUSA is a Nevada corporation, it is required to establish a foreign corporation to operate legally in Florida. There is no problem with using the address of the registered agent in the corporate filings, but it is not the company's actual location.
Does Drone Services USA, Inc. have a physical location in Florida (or anywhere for that matter) where it operates?
Does it have any actual operations other than an online store?
Has it sold anything?
If there was a reverse merger with a private corporation as was claimed in the first press release, what is the name of that corporation and were was it incorporated?
Are the three companies DSUS claimed in press releases to be subsidiaries actually privately owned by individual officers and/or directors? Since this appears to be the case, why were they called subsidiaries?
There are MANY unanswered questions. The above is only the tip of the iceberg.
The company just established its Florida foreign corporation three days ago:
The direct link to the court case filed by the landlord of the office DSUS claims is its corporate headquarters does not work. To find the case, use one of the links and enter PV Enterprises, Inc. as the name (or you can simply enter PV Enterprises and check the box for a partial name search). The case can also be found by searching the names of PV Enterprises International, Inc. or Peter Villiotis.
Searching those names will also show several other cases filed against PVE, PVEI and Peter Villiotis in Broward County, one of which is an action by Michael J Reppas, one of the former corporate attorneys who who resigned in the middle of the Texas lawsuit for non-payment.
https://www.clerk-17th-flcourts.org/Clerkwebsite/BCCOC2/PASystemTransfer/CourtTypeSelection.aspx?Destination=CaseSearch.aspx
Chose the link for civil cases or try this link:
https://www.clerk-17th-flcourts.org/Clerkwebsite/BCCOC2/OdysseyPA/CaseSearch.aspx?SelectCourt=true&DisplayCitation=no&DisplayHearing=yes&DisplayType=Civil
Drone Services USA is likely liable for debts of and judgment liens against the corporation under its former name of PV Enterprises International, Inc.
Florida (court-ordered) judgment liens can be searched at this link: http://sunbiz.org/jlilist.html
It is my understanding that PVEI (PVEC, now DSUS) was renting the office furnished -- i.e. the furniture belongs to the landlord (Portside Yachting Center).
I don't believe that the new officers of Drone Services USA ever took over the lease or paid rent on the Fort Lauderdale office. It appears they simply used the address as long as possible until eventual eviction of PVEI for non-payment.
Perhaps the Series C certificates were finally mailed when clearing out the office in anticipation of the pending eviction order.
The misleading statements and lack of candor about this office is just one of MANY red flags regarding this supposedly new company. There is no evidence that there was a reverse merger with a preexisting private corporation. It appears that the new officers and directors simply changed the name of the corporation and are touting a new business plan.
Caveat emptor!!!
You are right to have doubts about IJJP's business plan which involves attempts to resurrect dark non-reporting OTC companies/shells. From past and recent statements, it appears that Clifford Pope intends to sell interests in these dark companies/shells and then file a legal action to have these interests exchanged for free-trading shares with the same kind of abuse of the Section 3(a)10 exemption used in the Randall Goudling marijuana consortium that involved 6 tickers.
Anyone interested in private offerings for accredited investors Pope is offering through this scheme should be warned that the exemption is not being properly applied and that regulatory action could terminate the scheme.
Additionally, the SEC is very concerned about dormant OTC companies/shells being being used by by fraudsters for pump and dump scams and has suspended hundreds of shells under its "Operation Shell-Expel" including 128 earlier this year:
It is an obvious red flag when a publicly-traded company ceases filing its required periodic financial and disclosure reports with the SEC. The common stock of XUN Energy (XNRG) is registered with the Commission and that registration can be revoked for failure to file.
It appears as though XUN CEO Jerry Mikolajczyk and BOD members Peter Matousek and William D. Spier have chosen to continue to compensate themselves despite withholding the required quarterly financial and disclosure reports.
They filed a Form 8-K disclosing their BOD compensation but I suspect they did that primarily to move from the OTC Markets "no information" category (stop sign) to the "limited information" category (yield sign). It's unfortunate that OTC Markets allows companies to maintain the limited information status when a company's most recent financial information is older than 6 months.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10748489
The most recent SEC financial filing for XUN is for QE 8/31/2014. If the company can't afford auditors, then it should at least submit disclosure statements with unaudited financial statements via the OTC Markets News and Disclosure services as do many OTC stocks.
http://www.otcmarkets.com/stock/XNRG/filings
I'm surprised that XNRG has not filed a Form 15 to deregister the stock as that would relieve the company of the requirement to file periodic reports via EDGAR.
Photos of the DSUS ProSearch XLF UAF (drone) show a Tarot 680PRO hexacopter. The Tarot 680PRO is a build-it-yourself kit drone.
The Tarot frame kits are manufactured in China but can be purchased on eBay and from online hobby stores for less than $150. The Tarot fiberglass cover for the kit drone costs about $20. There are sellers who build and sell Tarot 680 Pro drones equipped ready-to-fly (RTF) or almost ready to fly (ARTF/ARF). Most of these seem to ship from China.
One of the many online hobby stores selling the Tarot 680PRO kit (includes photos):
http://www.hobbyking.com/hobbyking/store/__54311__Tarot_680PRO_HexaCopter_Folding_Frame_3K_Carbon_KIT_.htm
There are also current and past listings by individuals in the US and other countries who sold or are selling Tarot 680PRO drones they built themselves.
There are numerous YouTube videos of Tarot 680PRO drones built by hobbyists, including several that show the entire build from unboxing the frame and components to the final test flight. Some of these drones are tricked out with more features than the ProSearch XLF.
From a couple of the YouTube videos I watched, the Tarot 680PRO frame would not be considered "rugged."
All of the electronics and other components used in the DSUS ProSearch XLF drone appear to be COTS items just as the hobbyists use. Euan Ramsay even mentioned using parts that could be purchased worldwide. He also stated that the flight controller software was open source. Multi-rotor UAVs using this open source software developed by the DIY Drone community may use the term "Arducopter."
What does Drone Services USA actually "manufacture?" Is building a drone from a kit and COTS components considered "manufacturing?"
It would be appropriate for DSUS to clarify why the flagship drone they claim to manufacture and is "military grade" appears to be a build out of an inexpensive kit drone the many hobbyists build themselves.
Below are two images of the ProSearch XLF drone. The one from the DSUS store is a screen shot of one of the images using the pointer zoom feature:
https://shop.dsusa.us/index.php?rt=product/product&path=36_37&product_id=111
One of the main images used by Drone Services USA, Drone Servics Hawaii, etc. of the ProSearch XLF:
Are you saying it is your belief that "directions" mailed with the Series C stock certificates include a condition that they are not redeemable unless the price of common stock (DSUS fka PVEC) is at least $.20/share? What is the basis of this belief?
Did everyone who received Series C stock certificates receive notice of such a qualifying qualification? (Keep in mind that many people who qualified for the Series C shares never received them.)
Has there been any public statement by an official of the corporation clarifying that condition?
Given that this condition was not stated in the original press release announcing the distribution to holders as of a future record date (thereby inducing people to buy before that date) wouldn't it be a "bait and switch" to include such a condition that was not stated in the PR?
Also, if this qualifying condition is accurate, how does the 1 for 260 reverse split of the common stock affect the minimum price at which the Series C shares could be redeemed? The reverse split-adjusted price of $.20/common share is $4.00 ($.20 x 260).
The obligation of the Series C preferred shares is approximately $3.725 million given the disclosed issuance of 18,621,799 Series C shares.
This is an obligation of the corporation regardless of a name and symbol change (PVEC or DSUS) or reverse merger. Supposedly the articles of incorporation were amended to include these shares for which 20 million are shown as authorized on the NV SOS website.
The Series C preferred shares were stated to each be redeemable for $.20 in cash or $.20 worth of PVEC (now DSUS stock) starting on 9/17/2014. The only qualification in the press release regarding the market price of the common shares was the following:
Some transfer agents (TAs) will not provide the public float of a non-reporting OTC stock as they don't track or know the ownership of free-trading shares and such ownership is part of calculating the float.
The public float is the number of free-trading common shares not held by "affiliates." Affiliates are defined by the SEC as company officers and directors as well as holders of 10% or more of the stock. "Reporting" companies (those which file periodic financial and disclosure reports with the SEC) are required to disclose ownership by all affiliates as defined above.
Most TAs who provide the float of an OTC company are simply providing the number of common shares outstanding minus restricted shares, which is the best calculation/estimation of the float per their records.
Some TAs who won't provide a number for the public float will alternatively provide the number of shares outstanding that are restricted (carry a restrictive legend) as those numbers are included in their records and the math can be done to approximate the float.
Although I'm not questioning the accuracy of the share structure numbers on the DSUS website, they are puzzling. If an actual reverse merger occurred in which a private corporation merged with a public shell and was the surviving entity, new shares would have been issued to the owners of the private company. Typically the owners of the private company end up with controlling interest.
The 13 billion authorized shares were all issued and outstanding as of 3/31/15 per the most recent PVEC/DSUS report submitted to OTC Markets. That number was reduced to 50 million on 4/29/15 with a for 260 reverse split.
The DSUS website shows that only 3,309,549 shares have been issued since the reverse split. This number does not seem consistent with a reverse merger (RM). Additionally, the name and other information about the private corporation involved in the announced reverse merger has not been disclosed.
The lack of a known private corporation that merged into PV Enterprises International, Inc. along with the apparent small number of shares issued for a reverse purchase seems to indicate that, although the name of the corporation was changed with new directors and officers, an actual reverse merger with a formerly private corporation may not have occurred.
Was there an actual reverse merger with a private corporation or just a name change with new officers/directors and a new business plan?
Who currently owns the super-voting preferred shares that were/are owned by Peter Villiotis?
The new BOD should clarify these matters as well as all other expected disclosures by filing a current and transparent disclosure and financial statement with OTC Markets.