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Yes. This should be the last hurdle needed to complete so they can start moving assets to AESO. That fact the debtors are willing to accept shares in lieu of money, says to me RCRT has legs , which is good for AESO.
How can AESO shareholders scam anyone if they only control 5% and, as we all agree, are just along for the ride?
Nice to see the gears grinding in this.
https://www.nasdaq.com/press-release/recruitercom-announces-400000-registered-direct-offering-2024-06-03
Looks like RCRT shareholders are the ones getting diluted.
He is the CFO of RCRT and this shell is a subsidiary of rcrt they own 95.5%. therefore he has an obligation to adhere to his fiduciary responsibilities…..Evan is also in the board and is considered a fiduciary. Im sure they want to do RCRT shareholders right and realize the current common AESO shareholders bring nothing to the deal.
Directors and officers of corporations owe fiduciary duties to corporate stockholders and to the corporate business entity itself. In the corporate setting, the fiduciary duty requires both directors and officers to apply their best business judgment, to act in good faith, and to promote the best interests of the corporation.
I shouldn't start shit.
That's out of character for me.
Just odd late shows up late with that DD.
Hes looking at ownership all wrong.
He's mixing ownership with control. Control ownership dictates what will go down and how the mechanics will be set.
And common share holders are the lowest on the food chain. Control blocks never allow commons to have a say so in any corporate action. Especially a merger as twisted as this.
I didn't appreciate the late great statement that we AESOers are out to screw anyone.
I didn’t claim he was a paid basher, someone else did I think.
I think RCRT dodged a cannonball when GOLQ dumped GammaRey, but I’m not jived on their current assets either.
I been here a while. I only have a quarter of what I had during receivership. Wish I still had all of those now though.
I don’t expect AESO shareholders to get anything. Buying AESO shares open market does not come with a dividend.
I just haven’t seen any evidence they will convert the preferred shares and you have not provided anything to support your opinion.
Last I checked Miles is not the CEO of RCRT anymore so I’m not certain he has a fiduciary duty to RCRT shareholders any longer. All I’ve seen lately from filings is him and Evan’s desire to get their shares before the spinout. I think it was like 300K each. It’s entirely possible he is not interested in giving out as many shares of AESO as CEO here and MediaBistro that you’re expecting (Welcome to OTC, where nothing happens as expected).
IMO It’s possible he doesn’t like you lot at all and it may have played a role in deciding to spin-out. Maybe he thinks ya’ll are as Zilch as you claim we are.
Based on the original GOLQ deal AESO would have only had a remaining holding of 16% of RCRT following the close. That doesn’t sound like he intended to continue to have any fiduciary responsibility to RCRT shareholders.
L8ter!
Gamma Ray almost had me hooked too.
Boy, I loved what they were saying on the interview.
Plus, I've been around a long time in this synergy shell. I feel like I own this shell. I'm not screwing anyone out of anything.
L8 has some issues. Almost sounds like a budging paid basher. However his DD is weak and bashing needs much attention. I'm not sure MMs would pay for that.,
RCRT share price is $.11 pre RS, down from a high of $25. If you have a beef with Miles fiduciary execution, go bitch at him, don't piss on us AESO shareholders.
RCRT owns 95.5% of the shell and all the assets going into it. Whatever AESO shareholders get is a gift because they bring absolutely nothing to the deal.
The board/Miles has fiduciary responsibility to RCRT shareholders and it will be reflected in their decisions. WATCH!
Have a great day!
Additional math comparison. Yours was based on % of RCRT ownership.
Let’s say a current AESO holder has 500k, since many here probably do.
500,000 AESO shares
RCRT shareholder has 1000 shares
1000 x 326 (if evenly distributed based on current RCRT OS divided into a fully diluted AESO)
500K AESO shares open market.
Vs.
326K AESO after dividends. Plus 1000 RCRT shares.
You claim a split is expected. Still end up owning more AESO. However, those divi’s would be free with the exception of buying the RCRT shares.
It is cheaper to get shares of AESO through RCRT technically IF they plan to convert the Preferred shares. Still no proof that will occur.
Short term? I’ve had this stock since California receivership. Go back over to RCRT and wait for it to break that $2.5 dollar wall. You are making predictions without any documented filing basis.
I never disputed RCRT shareholders will receive AESO shares, the amount is what is debatable. No one knows what the dividend will be. If anyone did, it would be an easy decision whether to buy AESO vs. RCRT.
You do you, I pick AESO.
Let’s go this way, if fully diluted, how many shares do you expect to get? 5 for 1? 10-20-100 to 1?
1,047,000,000 / 2,702,326 = 326 to 1 you think RCRT shareholders will get that multiple? Just to later be RS?
You get both shares the spin out AESO (gonna be way more AESO ownership) and RCRT (nasdaq low floater). You are just trying to push up the price in the short term with your misleading statements.
Now I’m curious how down this individual is in RCRT. I’m guessing this is one of their pre-split investors.
L8 keeps saying “you get to keep your RCRT shares”. If I wanted RCRT shares I’d go buy them, but I don’t particularly like the FinTech business they’ve attached themselves too. I had $RCRT for a little while but sold it after doing DD on GammaRey, and the other Gologiq deals. 3/4 of the companies they claimed to have bought fell off or never materialized in one way or another.
What I’m saying is that anyone can go look at Gologiq or its former parent Logiq and decide for themselves. Not impressive IMO. All the entities aligned over there seem crappy, GOLQ, LGIQ, CAUD, etc.
GL to RCRT holders, but I’d rather risk it for the biscuit on AESO.
"It appears current AESO shareholders are ready to twist the facts of the deal to unjustly enrich themselves at the expense of others"
Sorry, I don't think it's right to scam others it not jealously at all.
So we finally after 24 hrs get to the core of your position. Jealousy. "Unjustly enrich" ? You have an interesting perspective to say the least.
Thanks for all the information. Nothing changes the fact that current AESO shareholder only own 4.5% of the shell on a fully diluted basis. The RCRT shareholders will own most of the shares of AESO in the future because they own all the assets. It appears current AESO shareholders are ready to twist the facts of the deal to unjustly enrich themselves at the expense of others. I'm done posting for now. However, IMO RCRT is still the better opportunity for an individual that is interested in the long term and you get to keep your shares in RCRT listing.
I guess that is debatable since the last Annual was unaudited. OTC Markets profile may not be updated. Does not change the fact it was an audited shell when purchased by RCRT.
It’s still audited according to the link shared…as long we stay above 0.01…I believe we are QB ready
https://www.otcmarkets.com/stock/AESO/profile
Scroll down..it clearly still states “audited”
When RCRT bought the shell from Synergy it was Audited by Accel.
https://www.otcmarkets.com/otcapi/company/financial-report/366268/content
It was OTCQB ready, if it’s not now, that’s on RCRT. Worth way more than $80K at the time of purchase.
To uplist you need a minimum number of shareholders. So just having a few warm bodies around is something.,
Wrong. It's not OTCQB ready because the financial statements are not audited.
https://www.otcmarkets.com/files/OTCQB_Standards.pdf
And what have you brought to the table as an RCRT shareholder? Are you an original investor of RCRT? Or did you buy in the open market ?
So you claim, provide that in writing from a filing or somewhere else. It’s not stated in RCRT filings.
I’ll wait
You have lofty expectations because you are expecting something from nothing. AESO shareholders are bringing nothing to the table. ZILCH.
The preferred shares will be used to spinout common stock to the RCRT shareholders.
Not one like AESO.
Notice that site doesn’t state what what $90K would get you, but the one directly above it is worth $350K.
AESO currently sits OTCQB ready.
The symbol/name change should end this discussion.,
Why go through that drama and expense?
Late will see the light after he takes the time to think about it more. Sounds to me he's looking for a quick payday.
Don't spend those funds yet.
I think I’ll wait for the required SEC Form 10-12B that RCRT has to submit outlining the spin-out.
At this time I disagree with you, it’s ok L8 I respect your opinion and enjoy healthy discussions. I think you have a lofty expectation on what your return will be from your RCRT investment, that’s cool and all, but I don’t believe they’ll destroy the AESO shell for the purpose of making RCRT holders feel whole.
IMO CognoGroup as a newly formed holding company will keep those preferred shares intact for future use either to merge in an established AI company or possibly something else.
GLTU
You RCRT guys might not have a choice.
RCRT shareholders are not going to hang on to preferred shares once the spinout is completed. (fact)
In fact, I'll go as far as to say you won't get anything that gives you control over to dump in the open market.
Just be happy as a collective that you own 95% of AESO. On paper.
Why even do the shell game? Seems like a waste to remove assests out of RCRT just to put them back?
I think it's to protect RCRT original operations s if the new AI stuff goes tits up
You will not get divi shares.
Your understanding of the wording is wrong.
A shell can be bought for $90-115K at the website below
https://www.publicshell.us
*** WE ALSO HAVE AVAILABLE CLEAN PINK OTC NON-REPORTING AND/OR DELINQUENT REPORTING PUBLIC SHELLS PRICES RANGING FROM $90,000 - $115,000 EMAIL US FOR DETAILS
Just because I’m trying to be thorough and want to query the board, I have serious question for the AESO longs that have been here since the Cali Receiver days.
Does anyone else really believe Ben Berry would sell the AESO shell for $80k to RCRT in lieu of cancelling the $3M Exclusive Sales and Marketing Agreement he had with MS Discoveries and Claudio, just so his 1.7M AESO (these are shares we know he owns) commons would be split into oblivion?
We know he didn’t think the licensing deal was trash, because he transferred the same deal and Claudio to another shell $NHYF. Reasonable minds would say he did that because Miles, RCRTs CEO at the time, wanted a super clean low float shell.
AESO was the cleanest shell he had at the time, with no notes, debt and PCAOB audited fins from Accel.
Based on Synergy history, Ben wouldn’t let this shell go for $80k after what he did to get it. Hell, he probably paid Timothy Brock more than $80k just buying back the 1M preferred share control block and 97M commons.
We are just supposed to assume Ben would do this deal knowing his 1.7M common shares would be worthless after preferred conversion or subject to a RS all so RCRT shareholders get a warm and fuzzy. I have my doubts Ben would fall for such a shitty deal for a pristine shell.
IMO.
They have to convert the control block because the whole reason for the transaction which is to spinout the shell to RCRT shareholders. RCRT shareholders are not going to hang on to preferred shares once the spinout is completed. (fact)
Again, RCRT shareholders own a controlling majority interest of 95.5% on a fully diluted basis. (fact)
Yeah 500M-1B (if AS is increased) is not a lot for OTC but I doubt that occurs and the stock will be reverse split (opinion)
What is not totally accurate L8?
I’m simply disputing the fact you claim they will convert the control block. There is no evidence thats in the plans from any filings unless you have some insider info.
No evidence a RS is coming, pure speculation based on conversion of the AESO control block.
Like I said on ST, 47M OS w/33M float is considered nothing on OTC. And even a 500M fully diluted AS for RCRT shareholder divi’s would result in 90+% ownership. 500M is still not considered a major deal breaker in OTC.
Also, zero evidence they intend to try and uplist AESO.
Only thing I’ll admit I’m wildly guessing on is whether they intend to restart the sale of the RCRT Nasdaq shell to GOLQ in the future. I only reason think that’s possible is the stated option to buy all GOLQ assets for $400K. This seems to be an amazingly low price for their IP considering GOLQ originally valued it at $110M in the investor video presentation. I predict they stated that price in the vendor partnership as a placeholder because they would eventually be buying it from themselves once they restart the shell buy. It seems obvious to most created this vendor deal to keep the NaZ shell from being delisted under the Shareholder equity requirement.
Real question? If you know so much, what will they be changing the Nasdaq shell name and ticker too? We already know it’s required since they sold the brand to JobMobz.
L8, we can disagree, I have no problem with that, but post some proof they plan to convert the control block since that is your main claim. Without that claim coming to fruition all your other expectations are also just opinions.
GLTU
"Late" ! HaHa!
Gonna be gone now to get the egg off his face. We all have ST accounts too.
Maybe we can all go over there and set him straight.,
But he is right. I'm never long untill I am.
Why does he care? Sounds like another serious to save people. An OTC white knight.,
Anyways, that was fun as we wait on FINRA
I'm only posting because Gnarlyman post stuff that is not totally accurate. From a long term perspective owning shares of AESO is better because you will have more ownership that is a fact that can't be disputed (RCRT shareholders own the majority controlling interest). A lot of people here are not here for the long term just a quick pump then cash out on the backs of others. AESO shareholders will get diluted, hopefully you can pump this before that happens.
So it appears Lai80 from Stocktwits created a profile over here to tell all of us AESO holders we have no chance at a fruitful investment with CognoGroup because we aren’t RCRT shareholders. Moving forward let’s just call him L8 (as in LATE to the party).
There is no proof the company will immediately convert the 1M control block of Preferred A shares into 1B common shares. That I one of the most retarded predictions I’ve seen in a long time down here in the OTC.
L8 mentioned the AESO A/S is 500M & they would probably raise it to cover the conversion. However, IMO with 47M+ O/S they have 452M shares they could use for the share block distribution to current RCRT holders. It is completely unnecessary to convert the control block. Even if the current AS was fully diluted the current OS is less than 10% of current AS. There is the 90+% RCRT shareholder ownership L8 claims is required based on the match he provided.
L8 also thinks they plan to just do a reverse split to uplist again (strange opinion and why leave Nasdaq in the first place to give your shell to another OTC gambler crew in GOLQ). Wouldn’t the resulting RS price be higher with less shares outstanding? And wouldn’t current RCRT holders be just as pissed having their AESO share distribution RS.
It would be one of the dumbest moves on any CEOs part to fully dilute a brand new shell for the basis of a share dividend to RCRT holders. Additionally, why would they want to create the ability for the CognoGroup warrant holders to buy nearly 15M shares at .01? That would be what they can buy with 1.4% of a fully diluted AESO. I don’t think the Warrant holders would appreciate a RS either. Since after exercising the warrants to get commons those aren’t protected anymore from my understanding.
L8 makes some bold predictions, guess we will see what happens. Alternative opinions are healthy, but I agree there is an agenda at play.
$AESO
GLTA
There must be dates and names recorded somewhere on the actual shares docs. My thought is the shares belong to the Co not you personally. That is a big difference. Can you copy and paste them? Thanks
Shows up the day the ask hits .044
Kind of odd don't ya think?
Someone can't have AESO breaking out to kiss the 52week high.
Hell my over all average is .0169, I'd love a crack at sub .0125 too. I've sat there for months on the BID
I don't have the stones to bash any stock to get a stink'n BID filled.
The dilution will not happen years from now it will be in 2024 as part of the spin out. The RCRT shareholders will get their shares pretty soon!
Yup…lots of examples…those golden days of 2021….this will sitting at 0.10-0.25 just waiting alone…lol
I figured that out very quickly.
The truth is all that’s coming into AESO from RCRT isn’t all that AESO will entail…so to insinuate RCRT will own over 90% as though we don’t anticipate other possibilities is disingenuous.
We speculated AURA too…just an example, lots of subplots still exists so trying to create FUD…which might work for some who don’t know what they own.
But I stand by my earlier assertion, lots of NASDAQ are very naive as to how things work in pinky.
So clearly you are here just to bash AESO.. Now you are claiming dilution. The preferred shares are the control block of AESO. They aren't going to sell off the shares any dilute. If anything they will use the preferred to buy other companies, but these will be restricted. AESO will be a free trading entity with their own revenue. share price will rise and fall based on their performance. Read the stickies below. Gives a nice road map of where they want to take AESO.
I appreciate you like RCRT as the better play. The question is and the test will be if you continue to post here. bashing AESO. If you do, we know you have an agenda.
Here are three things I can think of relating to why RCRT would want AESO.
1. Isolating the AI-related assets into a different company/ticker allows that company/ticker to be a "pure play" on AI as applied to HR
2. Isolating the AI-related assets into a different company/ticker isolates the non-AI business and ticker from any potential liability arising out of the AI side.
3. As you note, there is value in having one of the entities be substantially debt-free.
Here are three things I can think of relating to why RCRT would want AESO.
1. Isolating the AI-related assets into a different company/ticker allows that company/ticker to be a "pure play" on AI as applied to HR
2. Isolating the AI-related assets into a different company/ticker isolates the non-AI business and ticker from any potential liability arising out of the AI side.
3. As you note, there is value in having one of the entities be substantially debt-free.
Usually there is a time frame when preferred shares get converted to common shares. I doubt the conversion will happen this early possibly years down the road. It makes no sense to dilute the SS at this time. JMHO
I'm sure for us AESO holders today, we will have a small window of opportunity to exit before RCRT holders get too.
I'm not sticking around for that knee jerk sell off.
I have my sell orders set for .06 up to .065
The RCRT holders own the assets getting dumped into this AESO and own a major equity stake/ controlling interest in the AESO. The preferred shares will get converted and the current AESO holders will get diluted.
On July 25, 2023, the Company acquired a shell company, Atlantic Energy Solutions, Inc., which is a dormant entity quoted on OTC Market under the symbol AESO, in which the Company acquired a controlling and majority equity interest through purchasing 1,000,000 preferred convertible shares providing voting control of Atlantic Energy Solutions, Inc. for $80,000. The transaction is accounted for as a recapitalization due to the intent of the company to spin out the shell to the shareholders of Recruiter.com Group, Inc. and continue certain operations of Recruiter.com, Inc. in AESO. 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.
It's all based on facts from the filings.
RCRT holders will end up having a much larger ownership stake in AESO/Cognos Group compared to current AESO holders, given that all of RCRT's assets are being merged into the shell, resulting in RCRT holders owning 95.5% on a fully diluted basis.
It's also worth noting that each series A is convertible into 1000 common shares, not 100, which means the fully diluted shares would be 1.047 billion, not 147 million. Additionally, the authorized shares of commons are 500 million, but this can be adjusted if needed.
I own RCRT, therefore, I will ultimately receive AESO/Cognos Group shares in the end much more than if I bite here. The current valuation of AESO appears inflated because once shares are issued to RCRT holders, there will likely be very significant dilution for current AESO holders.
Good Luck.
According to Miles the company will be a holding company.
Response from Miles about the general business design of Cognogroup.
| 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.
Miles
______________________________________________________
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, or will be by June 30, 2024.
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 (WA SOS) to CognoGroup, LLC, and the reorganization of Recruiter.com Recruiting Solutions, LLC to a subsidiary of Atlantic Energy Solutions, Inc. (CO SOS). Additionally, the Board of Directors authorized that management may take such steps necessary to change the name of Recruiter.com Group, Inc. (NV SOS) 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.
On March 27, 2024 The final payment for Mediabistro was made to Parrut, Inc in exchange for coverting the remaining balance into RCRT shares. This was announce via the 8k below.
https://www.sec.gov/ix?doc=/Archives/edgar/data/1462223/000165495424004185/rcrt_8k.htm
The Company and Parrut, Inc. agreed to the conversion of the remainder of the Note, in the amount of Two Hundred Forty-Five Thousand Eight Hundred Eighty-Four United States Dollars and Fifty-Three Cents ($245,884.53) into 168,414 shares of the Company's common stock. This conversion represents a conversion price of $1.46 per share. The agreed-upon conversion has been made in full satisfaction of the specified amount of the Note, including accrued interest and penalties to date, with no other amounts due.
Candidate Pitch AI, Uses AI to develop E-Resumes, see video. https://candidatepitch.com/
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%
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.
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