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Re: Vapobag post# 75968

Friday, 08/15/2014 10:52:52 PM

Friday, August 15, 2014 10:52:52 PM

Post# of 92701
Good DD, Vape- you may be on to something...

"Kelso Office Products" is a rabbit hole that my2mustangs, burnnotice88 and I started sniffing around back when it was first announced in late March that they were given 1.5 Billion shares.

SEE LINK, then follow "Replies" forward:

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=99764085

After I saw your post, I re-did some of the research, and won't go into ALL the links here (it's FRIDAY, dammit! wink), but suffice it to say that-

Kelso Office Products (an inactive/dissolved Iowa company) MAY HAVE some connection (if by address only) to a Minnesota-licensed company, namely-

Kelso Funding LLC (thanks to Burn for link)-

http://mblsportal.sos.state.mn.us/Business/SearchDetails?filingGuid=0829afc3-8fd4-e011-a886-001ec94ffe7f



which in turn does(or DID and may still do, despite being inactive) business through GreenRidge Capital:

http://holydean.wix.com/kelso#!contact



which, as you point out, is in Taylor Moffitt's (Kelso Office Products' Registered Agent) LinkedIn resume. He is listed as a "Partner Managing Director":

http://www.linkedin.com/pub/taylor-moffitt-of-holydean/3/b76/67a



SO WHAT DOES GREENRIDGE CAPITAL DO?

Well, in part (see whole link for entire story):

http://www.greenridgecapitalonline.com/accredited_investor_data/home.html



RIGH is already public, so the most obvious choice is aid with a REVERSE MERGER.

Meanwhile, Sal Tuzzolino seems to have beefed up his LinkedIn page, and claims that he is ALREADY the Chairman of the Board of an EXISTING Genius Biotech Corporation, and has been since April, 2013.

I'm not sure if you need to be a member of LinkedIn to see the full page, so I'm not posting a link out of privacy concerns. Try a LinkedIn search for yourself. However, here's his recent experience:



SO THE QUESTION IS-

Is the existing Genius Biotech positioning for a reverse merger of or with RIGH, BUDG, whatever?

Or is a reverse merger of ANY kind being contemplated?


There seem to be signs, but this is pure speculation.

I'd like to hear from anyone who owned the ORIGINAL RightSmile, the "teeth-whitening" company, to hear how they did with their "pre-Angel" shares. I'm thinking not well, but I really don't know.

For reference, I re-checked how reverse mergers usually work:

http://www.investopedia.com/articles/stocks/08/reverse-merger.asp

There are many companies that perform reverse mergers, also known as reverse takeovers, as opposed to other, more traditional forms of raising capital. A reverse merger is when a private company becomes a public company by purchasing control of the public company. The shareholders of the private company usually receive large amounts of ownership in the public company and control of its board of directors (B of D). Once this is complete, the private and public companies merge into one publicly traded company.

Advantages of Reverse Mergers
The following are the many advantages to performing reverse mergers.

The ability for a private company to become public for a lower cost and in less time than with an initial public offering (IPO). When a company plans to go public through an IPO, the process can take a year or more to complete. This can cost the company money and time. With a reverse merger, a private company can go public in as little as 30 days.
Public companies have higher valuations compared with private companies. Some of the reasons for this include: greater liquidity, increased transparency and publicity, and they have a faster growth rates compared to private companies.
Reverse mergers are less likely to be canceled or put on hold because of the adverse effects of current market conditions. This means that if the equity markets are performing poorly or there is unfavorable publicity surrounding the IPO, underwriters can pull the offering off the table.
The public company can offer a tax shelter to the private company. In many cases, the public company has taken a series of losses. A percentage of the losses can be carried forward and applied to future income. By merging the private and public company, it is possible to protect a percentage of the merged company's profits from future taxes.

Disadvantages of Reverse Mergers
The following are the disadvantages of a reverse merger:

Some reverse mergers come with unseen circumstances, such as liability lawsuits and sloppy record keeping.
Reverse stock splits are very common with reverse mergers and can significantly reduce the number of shares owned by stockholders.
Many chief executive officers (CEOs) of privately traded companies have little or no experience running a publicly traded company.
Many reverse mergers do little of what is promised and the company ends up trading on the OTC bulletin board and providing shareholders with little to no additional value or liquidity.



So in an RM, existing shareholders get paid off in proportion to their holdings in the fully diluted shares of the original public company, i.e., RIGH. Preferred shares get first preference- hence "preferred".

For simplicity's sake, let's round off and say Angel owns 35.5 Billion, Sal owns 26.5 Billion, and common holders own the stated float of about 3.3 Billion. (Ignoring Kelso and USCoproducts for this calc)

That's a total of 65.3 Billion.

Angel owns about 54.4%
Sal owns about 40.6%
Common holders own about 5%

So no matter WHAT equity is brought into a reverse merger who makes out in THAT deal?

Score: BIG GUYS-95, LITTLE GUYS-5.

And then the little guys probably get Reverse Split to death. At these share numbers, a 1,000 to 1 Reverse Split is not inconceivable. So their 1 Million shares at .0006 becomes 1000 shares at .60


It's all "rabbit hole" stuff... but there DOES seem to be some smoke here.... (no pun intended, but fun to find! wink )

And I'm glad to see it's finally becoming obvious to others that dumping HAS been going on- we're just not sure who's doing it.

But it must bother SOME existing shareholders that Angel assured them these were "restricted" shares, not likely to hit the float for a year at least. Speaks to his overall credibility, as if that needed ANOTHER hit.

Thanks for the good DD, Vape!

Best to all.