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Gee, Rhett never mentioned this as far as i know.
May be somewhere, but i never saw it. Was it?
Adam Spencer, ELEV8 Advisors Group LLC, EVRGRN Industries LLC v Business Warrior Corporation, Case No. CV2024-001136, Superior Court of Arizona, Maricopa County, Arizona
On January 26, 2024, Business Warrior Corporation was named in a lawsuit filed by Adam Spencer, ELEV8 Advisors Group LLC, EVRGRN Industries LLC, and derivatively on behalf of Business Warrior, alleging various causes of action related to the Company’s prior disclosed agreements with EVRGRN and ELEV8. The resolution of this dispute may influence the contingent liability recorded with EVRGRN. The Company believes that the lawsuit is without merit and is vigorously defending it. The Company is also contemplating filing a counterclaim in this matter.
Ripley's believe it or not:
They filed.
https://www.otcmarkets.com/filing/html?id=17376571&guid=eCd-kWpmiB_WJth
Actually the have until 10:00pm to file: or is it 5:30pm might be ??? see belows paragraph.
The hours in which the SEC accepts filings in NEW YORK
6 AM- 10 PM
https://www.newsfilecorp.com/filing/edgar/hours_deadlines.php
"The acceptance date is not the same as the official filing date. If a filing is submitted after 5:30 PM or 10:00 PM EST, for non ownership reports and ownership reports respectively, it will not be deemed filed with the SEC until the following business day (except for the "T+3" filings, made pursuant to Rule 462(b), which will receive the date of the actual filing). If you have any questions about your filing's acceptance date, consult the electronic acceptance" message which we forward to you after submitting your filing; these messages state the official filing date.
BZWR has until Mon. the 18th 5:00pm to file.
As of now, it appears they won't.
Just have to wait and see, they may or may not.
Funny, shareholders are not alone being in the dark as to the financial situation of the company.
Looked at the review from an employee of BZWR.
He/she is also in the dark of the financial situation. From Glassdoor website
5.0
Jan 4, 2024
Amazing team with outstanding management
Marketing Coordinator
Current Employee, more than 1 year
Phoenix, AZ
Recommend
CEO Approval
Business Outlook
Pros
Transparency, good team, fantastic work culture
Cons
Work life balance, unknown financial situation
Probably have to open an account to see the reviews-- link below.
https://www.glassdoor.com/Reviews/Business-Warrior-Reviews-E6748776.htm
Maybe the share price is rather steady due to the 2/26/24 8-K setting a share price for purposes of conversion: "The principal and accrued interest under BZWR Note is convertible into common stock of BZWR at a price equal to $0.0036 per share, subject to certain adjustments and potential resets."
If this merger with IPSI succeeds, there seems to me to be little reason to continue reporting BZWR financials publicly. The Investor Relations department may still be pushing their usual cut-and-paste response on transparency and timeliness of reports, but they may not have the memo yet that the company is about to be swallowed up by IPSI.
There is disagreement on this Board about when the grace period will run out. If the formula is 180 days plus 15 days grace, the 180 days after 8/31/23 ran out on 2/27/24. Fifteen days after that is today. So, if there is no extra grace time or rule adjustment of some kind, we may not see BZWR stock quotes tomorrow.
They have until :
Grace Period Grace Period
Yes, Last Day of Grace Period: 03/18/2024
https://www.otcmarkets.com/stock/BZWR/quote
Posted previously:see Post # 5,208
Well I'm continuing to add at these levels.
They should meet the deadline to file the 10-K. Per my calcs, we have till today but OTC Markets seems a bit finicky and may give more grace if working with the company behind the scenes.
"If reporting under Section 13 or 15(d), the company has filings publicly available within 180 days from applicable reporting period end" (15c2-11 Tier Chart.pdf)
08/31/2023 (last filing end period) + 180 days + 15 day grace = March 13 (today)
Worse comes to worse we go into Expert market but we can come right back out of it once compliant, its not the end of the world, BUT there could be something needed with regards to getting a market maker to be fully quoted, but the stock will be tradable with quoting with Fidelity that I am sure of. But this should be avoided at all costs and I have a feeling that OTC Markets does communicate this to the company as a heads up
Anyway I continue to feel that combining with IPSI is a good move for both companies.
Odd that almost no one wants to add or shed shares now that something big must happen soon. One or more of these events must happen:
The annual report must come out or BZWR will be demoted to the expert market.
Maybe they are even running out of time for the 1st quarter report.
The IPSI merger will be accepted or not.
Their assertion that "...we are dedicated to ensuring that our 10-K is submitted within a timetable that does not compromise our reporting status." will soon be proved to be a lie or not.
Any of these changes should affect trading, but no reaction has occurred. I am surprised that some are not getting out while they can still get $0.003.
Somewhere in their “transparency” they have deemed not to acknowledge that the LOI exists. I can see right through them…
Oh well, at least “expert” is better than “grey”, if they fail once again to meet their deadline.
Received an answer from Investor relations just now from my email yesterday asking if they will file to avoid the expert market. However the answer didn't say yes or no but the same general info that we knew. So, i still do not know if they will. I underlined a statement in the 4th and 5th paragraphs which does confuse me a bit because they are acting as though a LOI doesn't exist or maybe they have no interest.Can't quite tell.
.Investor Relations
10:45?AM (4 minutes ago)
to me
We want to thank you for your inquiry and for your continued communication with us. We understand the importance of transparent communication, especially concerning our financial performance and reporting timelines.
We are currently in the final stages of our annual audit, a process we approach with the utmost diligence and responsibility. Over the past few months, our team, in collaboration with our auditors, has been thoroughly reviewing all aspects of our financials. During this process, we encountered certain items requiring additional attention, particularly related to the segmented business requirements of our subsidiaries. These complexities have led to unforeseen delays in finalizing our 10-K report.
Please be assured that addressing these challenges has been our top priority. We have been working closely with our auditors on a daily basis to resolve these issues promptly and accurately. Our commitment to transparency and accuracy in our financial reporting is unwavering, and we are dedicated to ensuring that our 10-K is submitted within a timetable that does not compromise our reporting status.
We understand the importance of timely and accurate financial reporting to our investors and are fully committed to completing this process as swiftly as possible. Our goal is not only to meet the regulatory deadlines but to provide you, our valued investors, with the clarity and insight needed to assess our financial health and strategic direction confidently. Additionally, we are working on an online webpage to provide more frequent company updates as well. More information on this page will come in the near future.
Thank you for your patience and understanding during this time. We are confident that the additional efforts we are making now will strengthen our financial reporting and provide a solid foundation for our future growth. Should you have any further questions or need more detailed information, please do not hesitate to reply.
The Business Warrior Team
I guess if we go by the estimated last quarter announced in the August press release, we're looking at 1.06 mill for the quarter and 4.3 mill for the year. so there is growth. My hope is that having IPSI come in with their lending contacts, they'll be able to ramp that up significantly in a shorter period of time than what Rhett talked about as 12 - 18 months in the September conference call.
Looks like endgame for BZWR.
I’ll say it again:
I don't think it matters anymore if BZWR goes gray, or what BZWR was doing back in August or November. It may all come down to whether this merger succeeds for us to have any stock to trade.
theyve partnered with the right company Hang tight !!!!
Id be surprised if we didnt get 10-K this week
youre going to be fine theyve partnered with the right company Hang tight !!!!
Id be surprised if we didnt get 10-K this week
yeah, weird, not sure what the pathology is here? .....narcissism/ignorance/inexperience/fear?
regardless....I continue to be disappointed ...as you know...in my investment choice.
arghh...thought I was gonna look smart on this one.
Is he kidding!
Just posted on Twitter.
More promotion, but not a word about the financials, proposed merger,possible move to the expert market. Amazing.
Last Day of Grace Period: 03/18/2024
Rhett Doolittle
@RhettDoo
At #fintechmeetup for day 2 today. Exciting to see the amount of new fintech companies & the advances in tech for payments, loans, underwriting and banking. The one thing I can say is we have the right product at the right time at @BizWarriorLIFE
with #PayPlan $BZWR
11:38 AM · Mar 5, 2024
·
For future reference...what insight/clues did you have at the time that it was a "scam"?
Just that the CEO was "pumping"?
I warned everyone back about BZWR when this was .30 it was being promoted and the lol secret sauce didnt work that the CEO was trying to spread to all the people that would listen. Its sad to see the way CEO's get away with the funds and the shareholder lose their money. ITS A SCAM. Funny to see who was promoting this pos of crap back in the day.
It's not you, it is the CEO Rhett.
He is silent on the delinquent financials,silent on the proposed merger,silent on updates with the company and now silent on possibly going to the expert market.
He had a lot to say a few years ago when they were doing good.
As the CEO he should put out some kind of a statement. I would if i was the CEO.
.
It comes down to how many IPSI shares will we get for each thousand BZWR shares. Today, if we get 14, we are about even. (1000x.003=$3, 14x$0.214=$3)
25 shares would put us back around $0.005. 50 shares and we would break one penny.
Would creditors or preferred shareholders stand for less than 14 IPSI shares for 1,000 BZWR shares? I guess we will find out.
I don't think it matters if BZWR goes gray, or what BZWR was doing back in August or November, at this point. It may all come down to whether this merger succeeds for us to have any stock to trade.
ugh...i'm sorry guys...I'm the death knell for any company if I invest.
UH OH - 15 days to file or will go to the expert market.
BZWR has entered the Grace period.
https://www.otcmarkets.com/stock/BZWR/disclosure
Securities enter a Grace Period when OTC Markets Group is no longer able to confirm that the issuer’s disclosure is current and publicly available as required under Rule 15c2-11. When a security enters a Grace Period, it can continue to be publicly quoted for 15 days. At the end of the 15-day Grace Period, if the required disclosure is not available, the security will move to the Expert Market for unsolicited quoting only, unless OTC Markets Group determines another exception under Rule 15c2-11 applies, such as the Large Company/ADTV exception.
This deal may make creditor Keystone better off, and they appear to be on board instead of foreclosing or filing lawsuits:
Keystone Capital Partners LLC is acting as collateral agent for the holders of such notes, include IPSI as the holder of the BZWR Note.
Do you understand this:
I don't care at all.Just nonsense to pursue.
Also, i am not a big penny investor.
I have a few, but most of my investments are in BONDS with less amounts in quality NYSE and quality Nasdaq stocks.
End of my response on this topic. Not going to respond again.
I re-read what you said multiple times and couldnt figure out what you meant. I think he'll stick around, why not, he could have control over his piece of the pie.
The point is Rhett would not be charge.
Don't think he would go for that.
Run it as a parent?
Don't know what you mean . All shareholders will be holding IPSI shares!
IPSI is the company not BZWR and Rhett eventually will be booted or resign.
to your statement "he would be running it as the parent company and not a subsidiary." - you mean as the overall top dog of IPSI, no chance in the world that is happening. Running the subsidiary or however we want to call it, sure why not, sounds like he's passionate and knows what he's doing, just needs a nudge to get over the hump. IPSI and lenders are that nudge.
OKAAAAY.
Everyone is an expert.
Clearly the investment community and people that move the price have shown no interest in either company.
Just a fact. IPSI is a bad company . Balance Sheet is atrocious.
But i guess you know better.
Do what you want, i do not care.
I made a lot of money in BZWR years back when i sold @.35. The shares i have now are what is left of that lot i didn't sell.
I have no plans to invest in BZWR with new money.
As a BZWR investor I definitely have a vested interest to push it. They probably dont have much of a choice, look they are very late in filing which is bad for anyone wanting to lend to them. IPSI has never had a late filing in its history (a few NT-Qs but always filed by end of grace period) they dont play around. Also I have looked at it before the announcement, I've looked at other Fintechs as well.
No kidding it is not binding.
Why would IPSI even make an offer when the financials should be filed any day now--they couldn't wait.
BZWR will not go along with any offer, unless they have no choice which is only if the company is going out of business.
By the way i am a long term investor not a trader like you who never looked at BZWR before IPSI announcement.
So as a IPSI trader you do have a vested interest to push it.
Im continuing to buy in the .003s, I call this a buy at these levels and a strong buy in the .002s.
thats why its non-binding, IPSI will need time to see whats really going on before moving forward. As far as getting some of that info upfront, I assume a non-disclosure has allowed IPSI to see what the possibilities are, nothing wrong or illegal with that at all. And I assume they like what they see.
We just need time at this point to let it play out.
In the meantime as mentioned the filings will tell a lot, but it wont tell the whole story. Reading into the filing they have some funding to help get things over any hump.
Yes.
I do believe BZWR is Rhett's baby(since he is a founder) and wants BZWR to flourish.
He has spent many years and hours to grow BZWR and wouldn't just let another company take over unless he would be running it as the parent company and not a subsidiary.
BZWR is now at or close to a turning point.
The financials , especially the 1st QTR.11/30/2023 will tell us if that is true or not.
Makes me wonder why a proposal was released now, before the Y/E and the 1st quarter financials are released. How can a proposal be make when you do not know what BZWR is worth as of 11/30/2023 or currently.Only financials that are public is 5/31/2023.
Were the they shared with IPSI?
I would think not, could be a problem for Rhett with the SEC if so.
Good points to make because both companies show poor results so far, but it looks to me like Rhett is all in. The note is already a done deal and also connected "with the LOI and the Proposed Transaction". I doubt that after having received the $158,333 proceeds Rhett would now want to walk out on the proposal. Perhaps that connection in some way explains why it costs $67,857 to borrow $158,333. But I don't know what was gained by that $67,857 original issue discount amount.
On February 12, 2024, and in connection with the LOI and the Proposed Transaction, the Company (utilizing a portion of the proceeds from the issuance of the Notes) loaned funds to BZWR in the principal amount of $226,190, which includes an original issue discount equal to $67,857, netting BZWR proceeds $158,333.
Do your research, look thru the PRs and check the companies they are doing business with.
Some really fast and loose math:
If IPSI increases its issued stock to give BZWR shareholders 40% of the new outstanding shares total, I calculate that the dilution would make an IPSI share decline from around 22 cents to around 13 cents. If BZWR would be about 1/2 cent a share, BZWR shareholders would need one share of IPSI for every 26 shares of BZWR that they have now, to remain with about the same value of their investment.
Of course, this assumes that share prices remain about where they are now.
I have no idea what the rate will be set at, but BZWR apparently needs to convert its preferred shares and debt into common shares before this would close. I don't know at what rates the conversions would be. But BZWR share price has not moved one way or the other to anticipate this, so far.
Do your research, look thru the PRs and check the companies they are doing business with. This is going to be a boom.
I'm not sure how this "merger" could be of any benefit to BZWR.
I get more of a penny junk stock vibe from IPSI
(dragging out investors with "deals" and spitting out
more shares, reverse split(s), while the exec(s) pull in a salary...but nothing business wise ever really happens) seems like a great business
model...work from home...all done from a website and post office...slap on the wrist from the SEC if caught (gotta get a real job for a year two
while the ban plays out)
IPSI from the short little dive I took into it looks like its been doing
similar type things "acquisitions" for a few years...but never getting anywhere.
Had higher hopes for BZWR than this...seemed like a real company two or so years ago when i bought in.
Rhett foresees a super 2024 in a YouTube video posted at
IPSI dollar volume may finish over $10k today, but still no reaction in BZWR trading. If you want to get in before BZWR's public announcement of this deal, it looks like you still have a chance.
Sure would like to see Rhett's comments on the proposal and what it means for shareholders as to value per share and the amount of shares per 1000 shs of BZWR they would receive. I know IPSI stated 60/40 ratio, but would like to see the number of shares.
Market cap of IPSI is approx $3.2 million.
IPSI had a 10.2 million( loss) in 2022--- and no no sales a/o 9/30/2023 with negative stockholders equity of(6.8 million) with limited cash. Not a good Balance Sheet. Nor does BZWR have a good Balance Sheet.
So would BZWR go from a bad company to be part of another bad company.
Yes, i know IPSI is an emerging company with potential. Isn't that what was said about BZWR.
So far neither stock is acting favorably to the proposal.
IPSI and BZWR have made the "1-Hour Ticker Buzz Cloud" in iHUB's "Hot" tab. For good reason! BZWR has found a way forward and IPSI can enter a new phase producing revenues.
60/40 ratio proposed:
The total consideration provided to or for the benefit of BZWR equity holders (including holders of warrants and other outstanding preferred stock or other convertible securities of BZWR), as applicable (the “Transaction Consideration”) would be in the form of newly-issued shares (the “Transaction Shares”) of Company common stock representing forty percent (40%) of the Common Stock immediately following the Closing.
This is a good opportunity to get the lenders for these two companies whole, I feel like both sides are motivated to make this happen. They didnt give a timeframe but I would hope a "few weeks" to get the due diligence done. Meanwhile IPSI moves forward with the account to account and normal credit card transactions for high risk which is where the juice is b/c we get paid more for those kinds of transactions.
Question posed to Rhett (CEO BZWR) on his Twitter account:
martin aka UM
@mindwhat
@RhettDoo
??????
No comment on the proposed merger announced last night by Innovative Payment Solutions, Inc. with BZWR?
10:29 AM · Feb 27, 2024
·
IPSI's proposed acquisition of BZWR (IPSI's Form 8-K yesterday) has produced no trading interest as of a few minutes ago. So far this morning, IPSI is down a little with $800 in dollar volume. BZWR is down a little with $450 in dollar volume. Perhaps a press release would cause something to stir.
We..will see..how far momentum takes us tomorrow. Could be a wild day.
Congratulations BZWR shareholders and welcome to IPSI world. This could be an incredible union if it gets consummated, which, reading the detail provided, sounds very promising.
https://www.otcmarkets.com/filing/html?id=17306841&guid=Bcd-kq5omGj4B3h
Friday (May 1st) is the beginning of the 3rd quarter of the fiscal year, and the Annual Statement of the prior year still has not been filed.
Just amazing.
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