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So, CelLynx is no longer a company, why are they still selling shares? Also, the lawsuits will be swift in this blatant scam to separate people from their money knowing that the shares are useless, but I don't think that Barz is stupid enough to allow that to take place, being that they are the parent company, or is the parent exempt from responsibility?
Your statement is deceptive but technically correct. I spoke to Alan Stamper from Investor Relations @ 5BARz, who in turn spoke to Mr. Bland and Mr. Geoghegan.
From the SEC website: Manipulation
Manipulation is intentional conduct designed to deceive investors by controlling or artificially affecting the market for a security. Manipulation can involve a number of techniques to affect the supply of, or demand for, a stock. They include: spreading false or misleading information about a company; improperly limiting the number of publicly-available shares; or rigging quotes, prices or trades to create a false or deceptive picture of the demand for a security. Those who engage in manipulation are subject to various civil and criminal sanctions.
NOW THE LIE IS EXPOSED I JUST GOT OFF THE PHONE WITH THE COMPANY AND THEY HAVE MADE IT VERY CLEAR THEY HAVE NOT SPOKEN TO ANY SHAREHOLDER BESIDES ME IN REGARDS TO CYNX AND THEIR RIGHT TO 40% OF PROFITS AS STATED BY COMPANY MANY TIMES. THEY ADVISED ALL SHAREHOLDERS WILL BE VERY HAPPY VERY SOON.
Now the lie is exposed. I just got off the phone with 5BARz IR Alan Stamper who just spoke with Mr. Bland and Mr. Geoghegan, who both said they have not spoken to anybody about CelLynx being entitled to 40% of net income without telling the rest of the story as I have laid it out. Both said that my interpretation of the SEC Filings is accurate.
company has confirmed 40% of profits from sale of extenders goes to cellynx, said big things happening in India and cellynx shareholders gonna be happy with sales, watch for 5barz financials and full disclosure
company has confirmed 40% of profits from sale of extenders goes to cellynx, said big things happening in India and cellynx shareholders gonna be happy with sales, watch for 5barz financials and full disclosure
obsidian v, I will try to add some clarity to my post using quotations from 5BARz SEC filings which can be found on their website.
The following quotes are pulled from the Master Global Marketing and Distribution Agreement:
1. Sale and Purchase. Seller hereby agrees to sell, and Buyer hereby agrees to purchase, pursuant to the terms of this Agreement, the following (collectively, the “Purchased Assets”):
1.1. Fifty percent (50%) of the Seller’s right, title and interest for the United States and all foreign countries to use, offer for sale, and sell any and all improvements which are disclosed in the patent applications, patents, and legal equivalents thereto identified in EXHIBIT A (collectively, the “Patents”) to this Agreement, such applications, patents and all other divisional, continuing, substitute, renewal, reissue and all other applications for patent or the legal equivalent thereof which have been or may be filed in the United States and all foreign countries relating to any of such improvements; all original, reexamined and reissued patents which have been or shall be issued in the United States and all foreign countries on such improvements; and specifically including the right to file foreign applications under the provisions of any convention or treaty and claim priority based on such applications; provided, however, that the Seller retains 100% of its right to make and import under the Patents; and
1.2. Fifty Percent (50%) of the Seller’s right, title and interest for the United States and all foreign countries to the Seller’s trademarks described in EXHIBIT B (collectively, the “Marks”) attached hereto and incorporated by reference herein.
4.3. Intellectual Property. Seller has delivered to Buyer correct and complete copies of all such patents, registrations, applications, licenses, agreements, and permissions (as amended to date). Seller is transferring any and all intellectual property and proprietary rights of any kind relating to the Purchased Assets to Buyer.
The language concerning "the sellers right,title, and interest" is part of the key to understanding how the sale of the IP later on will affect CelLynx share of income. Obviously, the seller must own what he is selling to be able to receive compensation for it. In other parts of the "Agreement" the compensation is referred to as a royalty. This royalty is for allowing 5BARz to reap the rewards from selling any product that is produced using CelLynx's 100% owned intellectual property. At this point CelLynx is entitled to 50% of net income from sale of 5BARz products arising from the IP.
Then about a year later this was announced:
5BARz International, Inc. acquired a 60% interest in the patents and trademarks held by CelLynx Group Inc., referred to as the “5BARz™” technology. That interest in the technology was acquired for proceeds comprised of 9,000,000 shares of the common stock of the Company, valued at the date of acquisition at $0.20 per share or $1,800,000 USD. The acquisition agreement also clarified that the ownership interest in the intellectual property does represent that proportionate interest in income earned from the intellectual property.
Pay special attention to the section that I have highlighted in bold letters. This was added specifically to clarify the exact point which seemed kind of "foggy" to you. The outright purchase of 60% of the IP has entitled 5BARz to the proportionate interest in income without sharing any of that income with CelLynx.
Because CelLynx no longer owns all of the IP, they can only collect their 50% royalty on their 40% "right, title and interest" of the IP mentioned near the top of this post. This leaves CelLynx shareholders with 20% of net income at this point.
The most crushing blow to (non 5BARz) CelLynx shareholders will be the massive dilution of their holdings if the defaulted debt owed to 5BARz by CYNX is converted into CelLynx shares. This could reduce the remaining non 5BARz holders of CelLynx stock down to a fraction of 1% share of the income from any sales.
Though I know it is not what you want to hear, I hope this helps in assessing your investment.
P.S. Full disclosure - I am not an accountant. My reference was that "only a forensic accountant" would enjoy this. Not necessarily me. In Aug. of 2015 before I first posted this I vetted my findings thru 5BARz's Investor Relations (Alan Stamper) who in turn spoke with Mark Geoghegan CFO @ 5BARz.
I would like to know who you spoke to "at the company" that said this:
Just spoke with the company and they have confirmed that cynx receives 40% of revs from 5barz
Before I originally posted my conclusions back in Aug. of 2015, I first vetted them thru Alan Stamper IR @ 5BARz who in turn spoke to Mark Geoghegan the Director of Finance @ 5BARz.
Of course the filings speak for themselves. My answer to obsidian v in my next post should add additional clarity.
Part 2 is kinda foggy, you only imply that the 60% is of CelLynx 50%, but it is not stated specificly , it is only implied by you. So, as you maybe right up to that point. The rest of what you said ,means even less ,because of that little glitch in the metrics.The first 50-50 split was for marketing & distribution. I think that the second agreement was for controlling interest which included the rights to patents and trademark .. making it a total of 60%-40%, but you are the accountant, so I could very well be wrong.
company has confirmed 40% of profits from sale of extenders goes to cellynx, said big things happening in India and cellynx shareholders gonna be happy with sales, watch for 5barz financials and full disclosure
There has been a lot of discussion on the 5BARz message board lately about how income will be shared between 5BARz and CelLynx if the Network Extender product sales take off. Some have argued that CelLynx is entitled to 40%.
My response, documented by the relevant SEC filings, clearly shows that this statement regarding CYNX share of profits equaling 40% is false. For the benefit of the investors who read this message board I am going to re post my rebuttal which appeared on the 5BARz message board. While the news for CelLynx shareholders is not good, it is better to know the facts than not.
From a post of mine made on the 5BARz message board:
CelLynx Group is not entitled to 40% of 5BARz net income. During my first conversation with Mr. Bland over a year ago, I asked him about the CelLynx arrangement. After hearing his answer and studying the SEC filings, I managed to plow through the complexities that only a forensic accountant would love.
Part 1, Jan. 5th, 2011
5Barz International, Inc. has entered into an exclusive, international, marketing and distribution agreement with CelLynx Group Inc, a winner of the International CES Innovations 2010 Design and Engineering Awards for its new, patent pending 5Barz cellular network extenders. 5Barz International, Inc. acquired a 50% interest in that technology and aspires to service an international marketplace of some 4.8 billion mobile phone users.
At this point we have a 50% split under a marketing agreement between 5BARz and CelLynx for which CelLynx was compensated.
Part 2, March 29th, 2012
5BARz International, Inc. acquired a 60% interest in the patents and trademarks held by CelLynx Group Inc., referred to as the “5BARz™” technology. That interest in the technology was acquired for proceeds comprised of 9,000,000 shares of the common stock of the Company, valued at the date of acquisition at $0.20 per share or $1,800,000 USD. The acquisition agreement also clarified that the ownership interest in the intellectual property does represent that proportionate interest in income earned from the intellectual property.
At this point 5BARz now owns 60% of CelLynx's 50% split in Part 1 above, for which CelLynx received additional compensation. So far Cellynx is now entitled to 40% of 50% or 20% of net income.
Part 3, also on March 29th, 2012
On March 29, 2012, the Company acquired a further interest in CelLynx Group, Inc. by conversion of $73,500 of convertible debt in CelLynx Group, Inc for the issuance of 350,000,000 shares in the capital stock of CelLynx Group, Inc. As a result, in combination with the shares acquired from existing shareholders referred to above, the registrant acquired a 60% controlling interest in CelLynx Group, Inc. and has accounted for that acquisition as a consolidated subsidiary of the registrant effective March 29, 2012.
At this point 5BARz now owns 60% of the actual company CelLynx, not just part of the IP or an exclusive marketing agreement for which CelLynx received additional compensation. That means that CelLynx shareholders now have only a 40% claim on the 20% share of net income from Part 2 above equaling 8% of the total.
Part 4 Dec 31st, 2014
At December 31, 2014, the Company holds 1,489,745,971 shares of the capital stock of CelLynx Group, Inc. and has a balance of $ 2,865,032 principle and interest due under the line of credit facility from CelLynx Group, Inc
the note and accrued interest are convertible into common stock at a variable conversion price equal to 51% of the average of the three lowest closing bid prices for CelLynx Group, Inc’s common stock for a period of 10 days prior to the date of notice of conversion. As of March 31, 2015 the note is past due.
In other words, CelLynx owes 5BARz nearly 3 million dollars. This debt is convertible into Cellynx shares at a 51% discount to CelLynx's bid price (today's bid as I re-post this is .0001, which I will use in my calculations). At no additional cost to themselves, 5BARz could convert the $2,865,032 owed to them by CelLynx (currently in default) into roughly 57,306,400,000 shares. If you add the 1,489,745,971 shares of CelLynx already owned by 5BARz to that total it comes to approx. 59 billion shares. Approx. 1 billion shares will be left outstanding (not owned by 5BARz). Because of this massive dilution those 1 billion shares will then represent 1/60 or 1.7% of the total shares outstanding. Collectively they are entitled to 1.7% of the 20% of income from part 2 above or .017 x .2 = .0034 or approx. three eighths of 1% of 5BARz profits. Once 5BARz converts 5BARz shareholders will be entitled to well over 99.5% of the future income.
Does anyone know how it plays out when barz come-a-knockin. Do they just offer a price per share or what?, and how does being a subsidary play into this?
I've seen it all before, it was Sprint and clearwire. Sprint owned 49% of clearwire ,but never fully commited to working with them to capitalize on the fact they (clearwire) has loads of spectrum 2500 and up the optimum range at the time was 700-800. The only other company that had more spectrum than clearwire was sprint and with 2500 range becoming more and more desirable for data Verizon and Att was looking to get their hands on clearwire, but softbank brought Sprint and than Sprint brought clearwire. So, I seen the share price go from .002 or so to 5.00, but I never brought in because there was alway murmurs of bankrupty on the part of sprint and clearwire. Sprint because of their failed merger with Nextel that was draining billions at a time and clearwire because the primary shareholder did not seem to have the money to help c\keep them afloat. This is almost the same thing CelLynx develope the technology, but did not have any money, so they sold 60% of the company and is just waiting to collect for royalties once Barz gets rolling and that is all ready on the way.I do believe that before its all over Barz is going to buy CelLynx out after the reverse split that is. So, step up while you can and buy as many shares as you can. I could be wrong ,so check your own facts before buying.
They report their financials thru and with 5barz, a while back Bland had stated they were consolidating. If you read 5barz financials you will see cellynx is fully reported.
Someone has to talk to CEO quick about financials to be brought up to date because these are getting suspended left and right FYI I don't own shares the reason I have not bought is that they have not file any financials in a while
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