Avant Diagnostics Inc fka ADVX

[MikeCr]

There is a new ihub board for Avant Diagnostics under AVDX

[Renee]

OREO changed to ADVX:

http://otce.finra.org/DLSymbolNameChanges

[General_Sevier]

Massive OVERVALUATION here. A drop of 90% is probably not even enough to get to a reasonable value. But there is a distinct possibility that one or more persons will manipulate this stock higher, and maybe to values that would support a 99% fall to get to a fair valuation.

All IMHO

[MikeCr]

It may be positive if they have some meat, such as OvaDx studies result, FDA timeline or funding, to substantiate the valuation

[Renee]

American Liberty Petroleum changed to Avant Diagnostics Inc. and a one for 17 reverse split:

http://otce.finra.org/DLSymbolNameChanges

[EmptyBones]

The DREADED R/S just hit..

Date Event Type Eff/Ex Date Symbol Issue Name Market
02/27/2015 11:37:27 Reverse Split/Cusip Change 03/02/2015 00:00:00 OREO American Liberty Petroleum Common Stock OTCBB
Details
Previous Value Current Value
Symbol OREO OREOD
Issue Name American Liberty Petroleum Common Stock Avant Diagnostics, Inc. Common Stock
Class
Maturity Date
Market Category OTCBB OTCBB
Unit of Trade 100 100
Regulatory Transaction Fee Yes Yes
Financial Status Indicator
Current Value
Daily List Date 02/27/2015 11:37:27
Event Type Reverse Split/Cusip Change
Effective/Execution (Eff/Ex) Date 03/02/2015 00:00:00
Subject to Corporate Action CD
Offering Type No Restrictions
Daily List Comment
Forward Split Ratio
Reverse Split Ratio 1:17
Dividend Type Reverse Split
Percentage 0
Cash Amount 0
Declaration Date
Record Date
Payment Date
Payment Method PUS
Qualified Dividend Code

[MikeCr]

Market cap is now $89 MM...$1.11 per share
It will be interesting what happens when OREO starts trading post-split.
IMHO they have to come forward very soon about the OvaDx test and tell investors what the OvaDx going forward plan is.
The act of going public in itself is not going to be enough to sustain this kind of valuation.

[General_Sevier]

OREO Market Cap is now $50 million and IMHO isn't worth $5 million.

ARYC shareholders understand this as they own over 50% or OREO and it's total market cap is only several million $$$$.

[General_Sevier]

OREO could drop 90% from here - IMHO

[DaReal]

RS coming here...

To Our Stockholders:

NOTICE IS HEREBY GIVEN to inform the holders of record of shares of our common stock that on 29th day of December, 2014 our board of directors and stockholders holding a majority of our voting shares authorized the following actions:

- adoption of the 2015 Omnibus Equity Incentive Plan;
- adoption of an amendment to our articles of incorporation to effect a reverse stock split by a ratio of 1-for-17;

REASONS FOR REVERSE SPLIT

The reverse stock split combines the outstanding shares of our common stock into a lesser number of outstanding shares in the ratio of one for 17.

In accordance with the terms of the Agreement and Plan of Reorganization among American Liberty Petroleum Corp., Avant Acquisition Corp., Avant Diagnostics, Inc. and the stockholders of Avant Diagnostics, Inc. dated December 29, 2014, we issued certificates that automatically convert to 74,354,139 shares of common stock on the Effective Date of the actions described in this information statement. Each certificate has the number of votes equal to the number of common shares into which the certificate is convertible. However the number of common shares authorized by our present articles of incorporation are not sufficient to issue shares of our common stock upon conversion of the certificates. Therefore, we have authorized a reverse split of shares of common stock that will reduce the number of outstanding shares and provide sufficient authorized and unissued shares to accommodate the conversion. When the reverse split is effective, additional shares are authorized and the certificates will automatically convert to common stock without any action on the part of the shareholders or the company.

Another reason for approving the reverse stock split is to increase the per share price of our common stock to meet the listing requirements of the NYSE listing standards. Our board of directors believes that listing our common stock on the NYSE is in the best interests of the company and its stockholders(aka THE DREAM). If the common stock is listed on the NYSE (it won't), our board of directors believes that the liquidity in the trading market for the common stock could be significantly increased, which could increase the trading price. However, despite approval of the reverse stock split by our board of directors and our stockholders, there is no assurance that our minimum bid price would be or remain following the reverse stock split over the minimum bid price requirement, and the common stock may not be listed on the NYSE.

Our board of directors further believe that an increased stock price may encourage investor interest and improve the marketability of the common stock to a broader range of investors. We believe that the reverse stock split will make our common stock more attractive to a broader range of institutional and other investors, as we have been advised that the current market price of our common stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public. Many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe that the reverse stock split will make our common stock a more attractive and cost effective investment for many investors, which will enhance the liquidity of the holders of our common stock. Accordingly, we believe that authorizing the reverse stock split is in the company’s and our stockholders’ best interests.

Reducing the number of outstanding shares of our common stock through the reverse stock split is intended, absent other factors, to increase the per share market price of our common stock. However, other factors, such as the results of clinical development of our product candidates, our financial results, general market conditions and the market perception of our Company, may adversely affect the market price of our common stock. As a result, there can be no assurance that the reverse stock split, if completed, will result in the intended benefits described above, that the market price of our common stock will increase following the reverse stock split or that the market price of our common stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our common stock after a reverse stock split will increase in proportion to the reduction in the number of shares of our common stock outstanding before the reverse stock split. Accordingly, the total market capitalization of our common stock after the reverse stock split may be lower than the total market capitalization before the reverse stock split.

The reverse stock split alone would have no effect on our authorized capital stock, and the total number of authorized shares would remain the same as before the reverse stock split. This would have the effect of increasing the number of shares of common stock available for issuance (rinse and repeat...), which the board of directors feels is important to provide us with flexibility and as many alternatives as possible to obtain financing. The board of directors is also mindful about the potential dilutive effect on existing stockholders. For the reasons discussed below, the board of directors has approved and recommended a range of reverse stock split ratios which would result in more shares becoming available than we believe are necessary for reasonably foreseeable future needs. Accordingly, the board of directors and stockholders have approved an amendment to our articles of incorporation implementing of the reverse stock split, to reduce the authorized number of shares of our common stock.

In connection with approving the reverse split, our board of directors and majority shareholders considered, among other things, the historical trading price and trading volume of our common stock; the number of shares of our common stock outstanding; the then-prevailing trading price and trading volume of our common stock; the anticipated impact of the reverse stock split on the trading market for our common stock and prevailing general market and economic conditions.

The form of amendment to our articles of incorporation to effect the reverse stock split is attached as an exhibit to this information statement. The amendment to our articles of incorporation to effect the reverse stock split includes the reverse stock split ratio fixed by our board of directors and our stockholders.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10433126

GL to all Players !

[General_Sevier]

Odd choice of disclosures by OROE's two executives giving themselves over $1 million in intrinsic value in stock options and then exercising them for the $0.00001 exercise price.

The just filed Form 3's showing the end result stock holdings and not any FORM 4's detailing the stock option grants at $0.00001 and the ensuing exercise.

Are they trying to make it harder for people to figure out the discount on the stock options and ensuing exercise?

[General_Sevier]

So is today's insanity pop paid stock promos from people tied to any of the complex of Arrayit, Avant DX and OREO?. Or is it pure day trader flippers chasing "news" they don't understand or is it a penny stock pump and dump site not associated with any of the companies?

Per my calculation, at 4 cents, OREO is valuing the post transaction Avant at $50 million.

ARYC owns over 50% of Avant DX and with ARYC's own life science company as well, ARYC's total market cap is around $4 million.

That means buying OREO has one paying 10 times the price versus buying ARYC.

And I don't advocate buying ARYC as IMHO, it's overvalued at 10 cents a share.

OROE can drop 90% just to put the valuation of Avant DX in line between the two.

IHMO, OREO should be at least 80% below current price based on the reverse merger and pending reverse split.

All of the above IMHO

[General_Sevier]

Funny that neither officers of the company has filed Form 4's on their 34 million each stock Christmas presents.

[General_Sevier]

Nice of the two officers (and only employees) giving themselves 62% of the company and diluting existing shareholders interest. They just gave themselves 68 million shares. They didn't even sent out an "open thank you letter" to legacy shareholders.

http://www.sec.gov/Archives/edgar/data/1451929/000101968714004845/amerliberty_8k-122914.htm

Now the legacy shareholders will get about 1.17% of the final number of shares that will be O/S (74 million shares) after the 17:1 reverse split and the reverse merger.

The fledgling Avant that is approximately 5 years behind their own timelines laid out in 2009 will now be the business of OREO but will have a valuation of $20 to $25 million.

It might be worth $3 to $5 million ------ IMHO.

ARYC owns over 50% of Avant and despite it's life science tools business as well, ARYC's market cap, even when adding in all their preferred stock, is around $8 million. ARYC's normalized revenue is probably about $2.8 million a year (and at below or around breakeven). IMHO, ignore the goofy $1.5 million they have claimed as revenue (an BTW, ARYC immediately reserved the entire amount).

Happy trading but any "investors" need to do basic DD.

This post isn't advocating ARYC as a good deal either. IMHO, it highlights how far OREO needs to fall just to normalize with ARYC. And I think ARYC is probably overvalued at 10 cents.

[SilkRoad]

NEWS OUT: American Liberty Petroleum Corp. Agrees to Acquire Avant Diagnostics, Inc.

http://finance.yahoo.com/news/american-liberty-petroleum-corp-agrees-181254444.html

Looks like we got ourselves a medical testing subsidiary.

[baomike]

And understand why this has been going on for over 6 years.

Barnum answered that years ago.

[TB87]

GOOD STOCK ON THE WAY

[General_Sevier]

Be leery of stock promotions by people involved with OvaDx / ARYC / Avant DX - both paid and self executed. Long history of both (over 6 years of it). Read it carefully and apply common sense and basic judgment. And understand why ARYC is priced where it is and even that is overvalued. And understand why this has been going on for over 6 years.

All IMHO

[General_Sevier]

Wasting time buying OREO

Even if you want to play the overvalued 6 year old plus OvaDx speculation, you buy ARYC and get the same play for a fraction of the valuation you buy it for through OREO. And ARYC is overvalued as it is. You could lose over 80% in OREO to get to a valuation of OvaDX equivalent to buying ARYC - I wouldn't personally touch either one.

All IMHO

[MikeCr]

You're welcome.
For anyone interested in making a play for OREO/Avant, another way is to buy Arrayit Corp (ARYC).
Arrayit owns around 54% of Avant.

There are approximately 70+ million shares of ARYC outstanding. About the same as OREO/Avant after the merger.
So indirectly each share of ARYC will own around 0.54 shares of OREO/Avant

From the OREO 9/15 8K:
"After a 1 for 17 reverse split of the Company’s Common Stock shares currently outstanding and the issuance of the shares issued as consideration for the acquisition, there will be approximately seventy million (70,000,000) Common Stock shares outstanding"

In addition 10,000,000 shares of OREO/Avant are going to be dividended directly to ARYC shareholders. The dividend should be around 0.15 shares of Avant for each share of ARYC.

I'm not advising whether to buy or not ARYC, You have to make the decision yourself by doing your due diligence.
By the way ARYC is scheduling a Q3 earnings conference call this week

[king koopa]

looked at this stock screening, THANK YOU for posting the article!!! going to avoid buying this as OREO shareholders will only have 3.5% of the company when the merger is complete, plus a Reverse Split!!! Thanks for posting you saved me from buying this

[MikeCr]

Revised closing no later than 12/31/14 for OREO/AVANT merger

American Liberty Petroleum Corp.'s Progress towards Closing Avant Diagnostics Inc. Acquisition

Houston, TX / ACCESSWIRE / November 20, 2014 / American Liberty Petroleum Corp. continues to progress towards closing the previously announcing acquisition of Avant Diagnostics Inc., a medical technology company developing cutting edge medical diagnostic tests, including OvaDx(R), a Pre-Symptomatic Ovarian Cancer Screening Test. Both companies have signed an amendment to the Letter of Intent extending the closing date to no later than December 31st, 2014.

Steven M. Plumb, American Liberty Petroleum Corp.'s CFO commented on the progress towards closing, "We are now waiting on several key documents to be completed. With those completed, we will be able to close the acquisition and file the required SEC disclosure in a timely fashion."

Read more at http://www.stockhouse.com/news/press-releases/2014/11/20/american-liberty-petroleum-corp-s-progress-towards-closing-avant-diagnostics#9Y63soyJP447ZtzT.99

[MikeCr]

This Avant article was written on 9/26/14 in Genomeweb
I had not seen it until today.
Gregg Linn will be the future Avant CEO.
OREO will be renamed Avant after the merger.
The article includes Avant future plans after the merger.


Avant Going Public via American Liberty Petroleum Reverse Merger; Planning FDA Submission for OvaDx

Sep 26, 2014 | Adam Bonislawski

NEW YORK (GenomeWeb) – Avant Diagnostics plans to go public through a reverse merger effective Oct. 1, after which it will begin preparing a US Food and Drug Administration 510(k) submission for its proteomic ovarian cancer test OvaDx, Greg Linn, the company's CFO and COO told ProteoMonitor this week.

Under the plan, Avant will merge with Houston-based oil company American Liberty Petroleum, which announced its acquisition of Avant last week in an 8-K filing with the US Securities and Exchange Commission. The new entity will then change its name to Avant and list on the Over-The-Counter Bulletin Board.

The move satisfies requirements of the settlement of a lawsuit filed March 31 by Avant against its former parent company Arrayit, in which Avant accused Arrayit of breach of contract, fraud, negligent misrepresentation, and other cases of action.

Under the settlement, which the parties reached Aug. 6, Arrayit retained the right to manufacture the OvaDx test, and Avant retained its right to sell and market OvaDx upon US Food and Drug Administration clearance. However, Avant was required to become a publicly traded company within one year of the agreement or else commercialization rights for the test would revert back to Arrayit, which still holds a minority stake in Avant.

"Our business plan called for us to go public upon FDA approval for monitoring of OvaDX," Linn said. "Arrayit wanted us to go public about a year sooner, and so as [part of the] settlement we agreed [to go public earlier]."

ALP CEO Robert Rhodes is a past investor in Avant and Linn has previously done business with him and ALP CFO Steven Plumb, which factored in the decision to use the company as a vehicle for the reverse merger, Linn said.

"My fiduciary responsibility is to the shareholders of Avant, so I wanted to find the best vehicle to complete the reverse merger at the lowest possible cost or dilution to my existing shareholders," he said. "We were able to make a very reasonably priced reverse merger with these folks as opposed to some of the other structures we looked at, and it's always a lot easier to do business with people you have done business with in the past."

ALP has sold its assets to prepare for the merger, Linn said. According to the 8-K filed last week, the deal also stipulates the arrangement of certain consulting contracts, a 1-for-17 reverse split of the shares of American Liberty Petroleum Corp., and the reauthorization of 450 million common stock shares.

Avant shareholders will own 96.5 percent of the new entity while pre-existing ALP shareholders will own 3.5 percent, Linn said. He added that Rhodes and current Avant CEO Steven Scott will resign upon completion of the deal, and that he will take over as CEO with ALP's Plumb joining Avant as CFO.

Avant will then begin preparing an FDA 510(k) submission for use of OvaDx for monitoring in ovarian cancer patients, Linn said, noting that the company was planning a 1,200- to 1,800-patient study to gather data in support of this submission. He said he expected it to take between six to 12 months to complete the study and necessary documentation for a submission.

Ultimately, Linn said, the goal is to develop OvaDx as a screening test for ovarian cancer. However, he said, for this the company aims down the road to partner with an established diagnostics company that has the resources needed for submitting a screening test to FDA, which, he noted, will likely be a much longer and more expensive process than the 510(k) submission for monitoring.

Avant plans to raise around $4 million to support its OvaDx 510(k) submission efforts as well general operating expenses, Linn said.

Based on Arrayit's protein microarray technology, OvaDx detects ovarian cancer by measuring levels of roughly 110 proteins in serum. According to Avant's website, in preclinical studies of 237 women the test performed with sensitivity of 80 percent and specificity of 100 percent. The specificity number was determined using samples from healthy females, females with benign gynecologic diseases, and men, the company said, though it didn't provide a further breakdown of this cohort.

The test's road to the clinic has been a long and circuitous one. In 2009, Arrayit created Arrayit Diagnostics as a subsidiary for commercializing the test, announcing in early 2010 that it planned to file for FDA 510(k) clearance and launch the test as early as Q3 2010.

In August 2010, the company switched gears, saying that it would be seeking FDA pre-market approval for the test – a more stringent process than 510(k) clearance that is typically applied to in vitro devices considered to be high risk.

In December 2011, Arrayit spun out Arrayit Diagnostics as an independent company, which subsequently became Avant Diagnostics. Since then, the company has made little apparent progress in making an FDA submission for the test as Linn said it will begin putting together a Pre-IDE submission for FDA – the first step in the regulatory process – once the reverse merger is completed.

In addition to gathering data for a 510(k) submission, Avant will aim in the upcoming studies to trim the OvaDx panel down from the roughly 110 proteins that currently comprise it, Linn said, noting that that number was somewhat unwieldy, particular for use as a screening test.

Linn said he also hoped to build Avant's pipeline beyond OvaDx and that he had identified several other proteomic diagnostics in early stages of academic development that he will consider licensing or acquiring.

"My goal is to develop over the next year or so a pipeline of two, three, four, different diagnostic tests," he said.

Linn joined Avant as CFO and COO in December 2012. He is also president and managing member of business strategy firm Issuers Capital Advisors, CEO and managing member of Red Rock Advisors, CEO and managing member at sheet metal manufacturer Precision Metal Products, and CEO and managing member at gourmet popcorn company OTPCC.

[ChartDad101]

Interesting

[MikeCr]

Related articles American Liberty Petroleum Corp. posted on

http://americanlibertypetroleum.com/tag/related-articles-american-liberty-petroleum-corp/

CNBC news - release on Avant Diagnostics

Giving our shareholders further information on Avant Diagnostics, Inc., a company that American Liberty Petroleum Corp. has announced that it will acquire, is a pleasure. Please review the news release from CNBC at http://www.cnbc.com/id/102146721.

Kalorama Announces List of "Proteomics Pioneers" (Avant Diagnostics' OvaDx is one of them)

"The 15 companies in this list, and it is by no means a complete list, will be companies to observe over the next five years."

[ppv7073]

is this stock dead??

[dr_c6]

Yes.

[General_Sevier]

And yet I was correct and the other person in the discussion says so as well.

[Seekingalphacontributor]

looks like you were wrong on this one.

[cardnut]

I agree. As bad as I hate to say it, I was chasing the dream myself. I saw the merger talk and wanted to ride the train to a better future while supporting what I think is a very needed product. However, I should have dug a little deeper or understood the language better. Either way, I'm staying put. No reason to leave at this point and just hope that things work out for the best in the end.

Worst case IMO is the merger duds out and the bag holding begins. Even then, I think this shell has the means to find a good merger candidate that could bring value here. I'm a patient guy and I only put in what I knew could be flushed down the toilet. All good on my end. Nice post by the way and accurate IMO.

[General_Sevier]

If, if, if......But that's not the point at all on OREO. If OvaDx is a dud or if the Reverse Merger doesn't go through, OREO is worthless.

But the bigger issue on OREO versus ARYC is it would be foolish to buy OREO for Avant DX when you pay 10 times more for it than buying ARYC for it's ownership in Avant DX. This is just unknowing penny stock flippers chasing the latest reverse merger scheme in micro penny land.

If both these companies were NASDAQ traded stocks and marginable, people would go long ARYC and short OREO with a 90% arbitrage spread that almost guarantees a nice profit.

All IMHO.

[cardnut]

I was thinking the same thing. It appears that we only get 3.5% of the scraps left over from the table here. I guess it's better than a kick in the A$$ though.

[MikeCr]

Since ARYC is going to manufacture OvaDx and OREO is going to market it, shouldn't both company prosper with this product?

[General_Sevier]

FYI, you can go to ARYC's web site and pull up the transcripts of the last CC. They talk some about OvaDx and their ideas. But be forewarned, the Schenas are full of BS and have no credibility (IMHO). You can also follow them on Twitter where they are INSANE and tweet amazing BS. The persons tweeting appears to be Rene Schena's brother Todd M and Mark Schena.

https://twitter.com/arrayit

[cardnut]

I think your right! I certainly put the cart before the horse in my investment here (not reading the last 10Q before hand). Well, it certainly happens sometimes, no biggie. Based on the numbers in regard to OvaDx, I believe your spot on and will be looking for entry pretty soon IMO. I for sure want a piece of that pie, win or lose because it's a issue that strikes close to home for me and my family so if there is a remote shot of getting this product out there, I'm going to invest in it (comfortably). Thanks for the reply, was good to see it from another point of view.

[General_Sevier]

It's a very complicated story that has over 5 years of relevant data points. Oddly, OvaDx has a better chance than ever of getting to a point it has value but the odds are still a total toss up. But the value isn't in OREO, it would be in ARYC. But ARYC has it's own negative issues so that's a gamble as well. But if you want to play the OvaDx "trade", you would buy ARYC and leave OREO alone. It's so overpriced here it's insane, versus what you could get in ARYC (for OvaDx). I think ARYC is going to have to restate Q2 numbers as well and that's a minor risk. I say minor because I think many understand you can't book $1.5 million in revenue and then reserve it in the same Quarter (and additionally go on Twitter and ramble about the great revenue). So odds or decent (IMHO) that the SEC makes them restate, but I don't think that would shock many.

All IMHO.

[cardnut]

Dang, i see what your saying now. That actually sucks ( and I hate to say that because I own a lot here, atleast to me it's a lot). The 68 million+ retirement shares and the A/S is what was throwing me off here because every time I tried to calculate a R/S even with a maxed out A/S the shares wasn't adding up. Well, if this does actually happen, I guess the hope will be on ADVANT getting FDA approval and selling a shit ton of tests IMO. Oh well, been through a RS before and did pretty good in the end (held a while!!), so I guess we will see how this goes. Thanks for setting me straight. I guess the ADVANT shareholders will rejoice.

Do you know what will happen with the shares ADVANT has issued right now if this happens? I thought I read that they have shares of their own issued and outstanding to arrayit or am I mistaken?

[General_Sevier]

"Regardless, there is only 3.5% of the commons available if the company can issue 96.5% of the commons for acqusition."

After the 17:1 reverse split, there will be approximately 2.5 million shares O/S and 450,000,000 Authorized.

The 2.5 million shares market cap of a shell company whose trying to enter into a reverse merger transaction for 3.5% of Avant Diagnostics.

IMHO, based on the terms and OREO's common stock is worth less than $0.003, or less than 10% of what it closed at on Friday.

[General_Sevier]

No matter how one tries to spin something into something that isn't, the current 42 million shares owned by OREO shareholders today will be 3.5% of the shares O/S after the reverse merger.

The market cap of those 42 million shares, which represents only an interest in a shell company, is $1.7 million. And that $1.7 million for a potential future 3.5% ownership in Avant Diagnostics compares to Arrayit Shareholders valuing their 55% interest at a couple million dollars.

IMHO - OREO could drop 95% just to reflect what would be the proper valuation of a 3.5% interest in Avant Diagnostics.

OREO has to do the reverse split because they can's issue 1.2 BILLION shares to Avant Shareholders since they are limited to 450,000,000 million shares.

Otherwise the simple transaction would be to issue 1.2 billion more shares for the reverse merger. The result is the same, the specifics are done to end up with 70 million shares O/S, 450 million shares AUTHORIZED and current OREO shareholders getting just 3.5% of the new entity, if the transaction goes through.

[cardnut]

So what does that mean for the shares you own here? You do own shares right?
Regardless, there is only 3.5% of the commons available if the company can issue 96.5% of the commons for acqusition.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information concerning the number of shares of the Company’s common stock owned beneficially as of October 31, 2013 by: (i) each person (including any group) known to the Company to own more than five percent of any class of its voting securities; (ii) each of its directors; (iii) each of its named executive officers; and (iv) the executive officers and directors as a group. Shares of common stock relating to options, warrants or convertible securities currently exercisable, or exercisable within 60 days of January 31, 2013 are deemed outstanding for computing the percentage of the person beneficially owning such securities but are not deemed outstanding for computing the percentage of any other person. Except as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all shares of the Company’s common stock shown as beneficially owned, subject to applicable community property laws.


Shares Beneficially

Percentage

Name and Address of Beneficial Owner

Owned

Ownership

5% or more beneficial owners:

John Rhoden

31,500,000

29.3%
New World Petroleum Investments, Inc.

27,439,051

25.3%

Directors and Executive Officers

Alvaro Vollmers- President, Treasurer, Secretary and sole Director

4900 California Avenue, Tower B-210

Bakersfield, California 93309

10,500,000

9.8%

Executive Officers and Directors as a Group (1 person)

10,500,000

9.8%

26

http://www.sec.gov/Archives/edgar/data/1451929/000158069514000056/oreo10k103113.htm (Page 26 in AUDITED 10Q)

Just the above holdings is 74.2% of the commons (Which I believe we're the shares that was just retired back to the company from my perspective). There was 14+ million WARRANTS (Balance) issued @.16.

Note 3 Common Stock

On June 28, 2012, the Company completed a private placement of 1,176,471 Units to New World consisting of one share of the Company’s Common Stock and a warrant to purchase one share of the Company’s Common Stock at a price of $0.27 per share for a period of three years from the date of issuance of the Units. Gross proceeds from the sale of the Units were $200,000. The relative fair market value of the warrant on the date of issuance was $93,500. These shares were issued on December 28, 2012.

On December 28, 2012, the Company issued 25,000 shares of Common Stock to each of James E. Melland and Alfred H. Pekarek for serving on the Company’s Advisory Board. The aggregate fair market value of those shares was $2,000 on the date of grant.

On December 28, 2012, the Company issued 100,000 shares of Common Stock to Vincent R. Ramirez, as compensation for consulting services. The shares were authorized for issuance during the year ended October 31, 2012.

On June 3, 2013, the Company issued 100,000 shares of Common Stock to Vincent R. Ramirez, as compensation for consulting services. The grant date of these shares was April 12, 2013. The aggregate fair market value of those shares was $1,531 on the date of grant.

On June 3, 2013, the Company issued 25,000 shares of Common Stock to each of James E. Melland and Alfred H. Pekarek for serving on the Company’s Advisory Board. The fair market value of the total shares on the grant date was $1,000.

None of the securities issued in transactions described in this Note 3 to the Financial Statements were registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and accordingly will be subject to all applicable restrictions on sale under such laws.

A summary of warrant activity for the year ended October 31, 2013 is presented below:


Weighted


Weighted

average


average

remaining

Aggregate


exercise

contractual

intrinsic


Warrants

price

life (years)

value

Outstanding October 31, 2012

26,851,551

$0.18

1.24

$2,683,373

Granted


Exercised


Forfeited

Expired

12,250,000

Outstanding October 31, 2013

14,601,551

$0.16

2.27

$2,169,961

Which are the same owners of commons in the first quotation.

Transactions with Related Persons

The following is a description of transactions since November 1, 2012 to which the Company has been a party in which the amount involved exceed or will exceed $120,000 and in which any of the person who serves as our director and executive officer or with any beneficial owners of more than 5% of our common stock, or entities affiliated with them, had or will have a director or indirect material interest.

On February 2, 2012, the Company completed a private placement of 300,000 Units to New World Petroleum Investments (“New World”) consisting of one share of the Company’s Common Stock and a warrant to purchase one share of the Company’s Common Stock at a price of $0.65 per share for a period of three years from the date of issuance of the Units. The gross proceeds from the issuance of the Units were $150,000. The relative fair market value of the warrant on the date of issuance was $75,000. These shares were issued on February 2, 2012.

On April 23, 2012, the Company completed a private placement of 198,413 Units to New World consisting of one share of the Company’s Common Stock and a warrant to purchase one share of the Company’s Common Stock at a price of $1.89 per share for a period of three years from the date of issuance of the Units. The gross proceeds from the issuance of the Unites were $250,000. The relative fair market value of the warrant on the date of issuance was $131,925. These shares were issued on May 2, 2012.

On June 28, 2012, the Company completed a private placement of 1,176,471 Units to New World consisting of one share of the Company’s Common Stock and a warrant to purchase one share of the Company’s Common Stock at a price of $0.27 per share for a period of three years from the date of issuance of the Units. Gross proceeds from the sale of the Units were $200,000. The relative fair market value of the warrant on the date of issuance was $93,500. These shares were issued on December 28, 2012.

http://www.sec.gov/Archives/edgar/data/1451929/000158069514000056/oreo10k103113.htm (Page 27)


Current share structure is as follows:

OREO Security Details
Share Structure
Market Value1 $3,339,799 a/o Oct 03, 2014
Shares Outstanding 107,389,051 a/o Feb 12, 2014
Float Not Available
Authorized Shares 450,000,000 a/o Feb 12, 2014
Par Value 0.00001

Shareholders
Shareholders of Record 8 a/o Feb 12, 2014

What am I missing here? The shareholders of record are listed here in this 10Q and it appears via commons & warrants, the commons rather converted or free are owned by 8 entities. If 96.5% can be used for acqusition, then those shares will be held for that reason and 96.5% is not trading at the moment, no? So what about my shares? I purchased on the open market and hold 1.2%. What about all the other open market owners here? It appears to me that the commons here are LOCKED!! Is there a short here? IMO, YES and a large one.....

[General_Sevier]

Much more than 8 shareholders!!!

All stock held in street names at every broker are listed as 1 shareholder. If one ever sees a list of shareholders, they will see the vast majority of shares registered to Cede & Co. (see below.


"More than 75% of all public company shares are held in "street name," meaning that the registered owner is a broker, bank, or other third party financial institution. This practice of registering securities in the name of an institution other than the underlying owner helps to facilitate the processing of securities transactions."


"The vast majority of securities are deposited with The Depository Trust Company (DTC), a clearing agency that is registered with the U.S. Securities and Exchange Commission (SEC). DTC generally holds these securities in the name of one if its subsidiaries, Cede & Co. Click here to go to the DTC's website to learn more about how this process works."

[General_Sevier]

Inaccurate analysis of the data provided by OREO.

OREO's prior cap structure was 107 million shares O/S. The announced that 68 million shares are being surrendered for 3 million shares. That leaves 42 million shares of OREO O/S and some warrants above the market. This is what the current SHELL looks like. That means the shell has a market cap of $1.7 million.

OREO stated they will do a reverse split of 17:1 for these 42 million shares: leaving about 2.5 million shares with the market cap of $1.7 million.

Then you have the potential reverse merger transaction where the Avant shareholders will be issued shares such that they own 96.5% of OREO common stock and the current OREO shareholders will own 3.5% of OREO common stock. So all the cancellation did was to split up the 3.5% interest in a post reverse merger company between 42 million shares versus between 107 million (before the reverse split). Avant shareholders still get 96.5% of the ultimate shares.

With this data, you can see the "pro-forma valuation" being placed on the potential reverse merged entity. The math is simple as:

$1.7 million valuation (at cents for OROE today) / 3.5% (percent ownership this will represent post reverse merger) = $49 million.

OREO has said the share count after a reverse merger would be 70 million. Avant shareholders will own all but 2.5 million of those.

Then you might see large stock / option grants to "consultants", officers and BOD members.

As to Avant itself, it has recently valued itself under $10 million and IMHO, that's overvalued by a fair amount.

Arrayit owned 19,350,000 shares of Avant at 6/30/2014 and that was 37.28% - meaning there were 52 million shares of Avant O/S. Settlement transactions in August / September gave Arrayit 20 million newly issued shares - giving them 39,350,000 and 55% ownership of Avant.

Arrayit shareholders know the value of OvaDX more than any other people as they have dealing with the news and events of this since mid 2009, including all highly touted events in 2009, 2010, 2011, 2012, 2013 and 2014.

Arrayit has it's own life science tools business, and interest in Array Molecular and the 55% interest in Avant DX.

With all that, ARRAYIT's market cap is $5.55 million per Yahoo.

UNDERSTAND TO DIFFERENCE ??????

Arrayit shareholders are valuing the 55% interest in Avant DX at a couple million. Current OREO shareholders are valuing what might be as much as a 3.5% interest in Avant DX at $1.7 million.

So who has it correct????????[/u]

OREO penny stock traders or Arrayit shareholders who have lived every aspect of this story for over 5 years?

Based on the Arrayit side, OREO should be trading at about $0.002 cents (rough estimate). That would be a drop of about 95% from Friday's close of $0.0311.[/u]

[cardnut]

OREO DD...... So it appears that the company CONTROLS 96.5% of all the common stock here? Or is it 100% ??

http://www.sec.gov/Archives/edgar/data/1451929/000101968714003639/oreo_10q-073114.htm

The consideration for the acquisition of Avant will be the issuance of the Company’s Common Stock shares, the number of which will represent 96.5% of the Company’s outstanding Common Stock, or an equivalent number such that [color=red]after the Company’s Preferred Stock shares with conversion privileges are converted into the Company’s Common Stock, ninety six point five percent (96.5%) of the then outstanding Common Stock shares of the Company will be issued to Avant shareholders

The company RETIRES (68,469,993) Common Stock shares or (63%) of the company’s outstanding Common Stock IN CERT FORM and re-issues 3,000,000 shares in exchange for those 68,469,993 shares retired. Interesting.....

http://www.sec.gov/Archives/edgar/data/1451929/000101968714003783/amerliberty_8kex-9901.htm

American Liberty Petroleum Corp. cancels majority of its stock

Houston, Texas (Wednesday, October 1, 2014) – American Liberty Petroleum Corp. announces today that it will cancel over sixty three percent (63%) of the company’s outstanding Common Stock shares. Three major shareholders have signed an agreement to exchange stock certificates, owned by them and already submitted to the company’s CFO, for one million (1,000,000) Common Stock shares each – for a total of over sixty eight million (68,469,993) Common Stock shares being cancelled and three million (3,000,000) being issued

The CFO confirms the O/S:

“ With 107,389,051 Common Stock shares outstanding as of the filing of our last 10Q, we are cancelling over sixty three percent (63%) of the outstanding Common Stock shares

http://www.sec.gov/Archives/edgar/data/1451929/000101968714003783/amerliberty_8kex-9901.htm

Current share structure is as follows:

OREO Security Details
Share Structure
Market Value1 $3,339,799 a/o Oct 03, 2014
Shares Outstanding 107,389,051 a/o Feb 12, 2014
Float Not Available
Authorized Shares 450,000,000 a/o Feb 12, 2014
Par Value 0.00001

Shareholders
Shareholders of Record 8 a/o Feb 12, 2014

http://www.otcmarkets.com/stock/OREO/profile

So if the above information is indeed correct, let's see what the numbers look like after this info has come to light.

450,000,000 A/S
107,389,051 O/S
103,630,435 (96.5%) OF CURRENT COMMON STOCK
3,758,616 (3.5%) COMMON STOCK LEFT

8 SHAREHOLDERS OWN 100% OF THE OUTSTANDING SHARES OF COMMON STOCK OF OREO!!!! (SEE THE BELOW LINK TO THE 10K DATED 2-12-2014) "ANNUAL REPORT" * SEE PAGES 1, 9, 15, 25, AND 26*

http://www.sec.gov/Archives/edgar/data/1451929/000158069514000056/oreo10k103113.htm

AND

http://www.sec.gov/Archives/edgar/data/1451929/000114420411004358/v209101_pre14c.htm (SEE PAGE 2 OF THE 61.9% ownership)

http://biz.yahoo.com/e/110401/lstg.ob8-k.html

http://www.sec.gov/Archives/edgar/data/1464865/000114420411019650/v217288_8-k.htm

http://www.realdealdocs.com/Search/Mergers%20-AND-%20Acquisitions/0/viewdocument.aspx?DocumentID=2845102&From=0 (THE MERGER)

IT CERTAINLY APPEARS SO..... Stock being RETIRED (68,469,993) is in CERT FORM as well.

[cardnut]

Yeah, well.. Instead of giving my "opinion" on something, I just posted Some of the DD I had done here for myself to share with other shareholders or folks looking for info. Now they have plenty of links to get started at. I figure grown ups can make their own decisions on rather to buy or not without having a message board poster shoot their opinions at them all day long. Don't you agree that grown ups can make grown up decisions on their own? I do......

People that know ARRAYIT know the valuation of Avant is SMALL.

ARRAYIT owns over 50% of AVANT and ARRAYIT's total market cap is just over $5 million per Yahoo.

[General_Sevier]

People that know ARRAYIT know the valuation of Avant is SMALL.

ARRAYIT owns over 50% of AVANT and ARRAYIT's total market cap is just over $5 million per Yahoo.

[General_Sevier]

Sure you do.....Hunter Carr is Rhodes partner in American Equity Fund and they had a prior deal with Avant to do an equity line (meaning selling large amounts of stock into the market and AEF getting a huge number of shares for themselves).

Hunter Carr is still a very large holder of Avant shares. He owns as much as 20% of Avant per SEC records.

[General_Sevier]

Has tiny impact. All current shareholders will only own 3.5% of the reverse merger company, if the reverse merger even happens.

Even after this, the reverse merger company is valued at todays price at over $60 million and Avant values itself under $10 million and I think it's less than $3 or $4 million.

All it means as other current OREO shareholders own a little more of the 3.5% than before. So the stock is less likely to fall as much as 95% in a heartbeat.

[cardnut]

OREO…. Here is a few DD links to help in searching out the company’s business dealings, filings, associations, acquisitions, share structures, and management/management affiliations. I hope it helps you in your Due Diligence process and hope it saves you some time. Good luck with your future investments if applicable.

http://americanlibertypetroleum.com/about-2/management/#comments (American Liberty Petroleum website and management team)

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001451929&type=&dateb=&owner=exclude&count=100&output=xml (SEC FILINGS for OREO)

http://www.otcmarkets.com/stock/VOIL/filings (OREO filings and disclosure)

OREO Security Details
Share Structure
Market Value1 $2,652,510 a/o Oct 01, 2014
Shares Outstanding 107,389,051 a/o Feb 12, 2014
Float Not Available
Authorized Shares 450,000,000 a/o Feb 12, 2014
Par Value 0.00001

http://www.otcmarkets.com/stock/OREO/news (canceling out 63% of the O/S stated above, leaving roughly 40,000,000 O/S)

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10231124 (latest 8-K disclosing the letter of intent to acquire Avant Diagnostics and canceling out the 63% of the O/S)

http://rhodesholdings.wordpress.com/ (Mr. Rhodes also Chief Executive of OREO)

http://www.arrayit.com/index.html

http://www.arrayit.com/Microarray_Diagnostics/OvaDx_Ovarian_Cancer_Test/ovadx_ovarian_cancer_test.html

http://www.arrayit.com/Arrayit_Corporation_ARYC_Corpo/Microarray_Management_Team/microarray_management_team.html (Steven Scott (CEO) of Avant)

http://www.arrayit.com/Microarray_Investor/Arrayit_Auditors/arrayit_auditors.html (auditors of Arrayit)

http://avantdiagnostics.wordpress.com/ovadx/

http://www.americanequityfund.com/about-us/team (financed $8 million to arrayit see link below this one)

http://www.americanequityfund.com/about-us/team (Mr. Rhodes from OREO)

http://www.clearfinancials.com/about.html (associated firm of american equity and CFO of OREO)

http://sonfield.com/professionals.html (associated firm of American equity)

http://www.americanequityfund.com/about-us/associated-firms (Associated firms)

http://issuerscap.com/ (Avant diagnostics is in association, see link below this one)

http://issuerscap.com/current_clients.html

http://www.richmansurrey.com/news.html

http://www.richmansurrey.com/news.html (client of issuers capital)

http://www.copsync.com/index.html (client of issuers capital)

http://investing.businessweek.com/research/stocks/people/person.asp?personId=263798658&ticker=VOIL (Mr. Rupert Ireland CEO of Virtus “VOIL”)

http://www.otcmarkets.com/stock/VOIL/profile

Virtus Gas and Oil ( VOIL ) SHARE STRUCTURE
Market Value1 $95,211,491 a/o Oct 01, 2014
Shares Outstanding 49,848,948 a/o Aug 29, 2014
http://www.otcmarkets.com/stock/VOIL/insider-transactions
32,500,000 of the O/S controlled by insiders, Leaving 17,350,000 FLOAT.

http://www.otcmarkets.com/stock/VOIL/filings

http://www.virtusoilandgas.com/company-info/management-team (CFO of Virtus “VOIL”)

http://www.brettamurray.com/about.htm (COO of Virtus “VOIL” )

http://inside.mines.edu/GEO-Faculty ( Dr. Robert “Bob” Benson Exploration Director “VOIL”)

[cardnut]

WELL, I guess we don't have to worry about that anymore do we?

http://money.cnn.com/news/newsfeeds/articles/globenewswire/10100984.htm


American Liberty Petroleum Corp. Cancels Majority of Its Stock
Globe Newswire
October 02, 2014: 07:00 AM ET


HOUSTON, Oct. 2, 2014 (GLOBE NEWSWIRE) -- American Liberty Petroleum Corp. (OTCBB:OREO) announces today that it will cancel over sixty three percent (63%) of the company's outstanding Common Stock shares. Three major shareholders have signed an agreement to exchange stock certificates, owned by them and already submitted to the company's CFO, for one million (1,000,000) Common Stock shares each – for a total of over sixty eight million (68,469,993) Common Stock shares being cancelled and three million (3,000,000) being issued.

"These shareholders, including the Chief Executive Officer prior to Mr. Rhodes, believe that our current management team and its plan focusing on enhancing shareholder value will bring major benefits to our shareholders," said Steven M. Plumb, American Liberty Petroleum Corp.'s Chief Financial Officer. "With 107,389,051 Common Stock shares outstanding as of the filing of our last 10Q, we are cancelling over sixty three percent (63%) of the outstanding Common Stock shares."

The previously disclosed letter of intent for acquisition of Avant Diagnostics Inc. contemplates a closing date by October 1st, 2014, based upon successful conclusion of due diligence, which is ongoing by both parties. The parties have signed an amended letter of intent providing for a later closing, October 31, after Avant Diagnostics Inc. submits a PCAOB audit to the company as part of the due diligence.

Shareholders should also note that Mr. Hunter M.A. Carr no longer has any position nor ownership in American Liberty Petroleum Corp. The Board of Directors accepted Mr. Carr's resignation as Chairman on August 30, 2014.

About American Liberty Petroleum Corp.

American Liberty Petroleum Corp. ('OREO', http://americanlibertypetroleum.com/) is a fully reporting, development stage publicly traded company seeking acquisitions in the Gulf Coast oil & gas services business segment. OREO's current management team, Robert C. Rhodes (CEO) and Steven M. Plumb (CFO), are actively involved in the search for acquisitions.

About Avant Diagnostics Inc.

Avant Diagnostics, Inc. ('Avant', http://avantdiagnostics.com) is a medical technology company based on the completion of the human genome sequencing project. Avant is developing specialized tests that are cutting edge in medical diagnostic testing and the OvaDx® Pre-Symptomatic Ovarian Cancer Screening Test is a leading breakthrough in commercializing these tests.

Genetic research is increasingly focused on identifying the variations of the specific genes in the genome. These variations are what define individual characteristics, including disease states or a statistical propensity for disease. The implications are far-reaching and impact not only the research community, but also the individual patients and the medical providers. Diagnostic tests that detect diseases very early in their progression will provide options for earlier treatments that may improve the patient's quality of life and prognosis by delaying or preventing disease progression or even death. Medical providers will incur major cost savings by avoiding costly late stage disease treatments.

Safe Harbor

The statements in this press release that relate to American Liberty Petroleum Corp.'s expectations with regard to the future impact on American Liberty Petroleum Corp.'s results from new products and services in development, including any planned acquisitions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The results anticipated by any or all of these forward-looking statements might not occur. American Liberty Petroleum Corp. undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events or changes in American Liberty Petroleum Corp.'s plans or expectations.
CONTACT: Investor Contact
Robert C. Rhodes
American Liberty Petroleum Corp.
[e-mail]

Steven Scott or Gregg Linn
Avant Diagnostics, Inc.
[e-mail]

[cardnut]

HUGE!!!! WOW.... Same CFO of "Virtus oil and gas" (VOIL) as well....... This thing is fixing to MOVE IMVHO........