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I do not know if you were around when BBW one of the mods had a sticky post on the SVFC board saying the patent was worthless because they did not have an updated FDA letter saying everything is great and a go. That was completely untrue and he posted about it day and night on the board. It was horrible as a CEO to read day and night on a message board that your patent is useless had to be irritating it irritated us all. It was all lies. They have the patent. That is a fact. Yes most of already knew he reads the board. As for your opinion that many would sell knowing hanover still has shares IMO that is 100% incorrect. NTEK ran from .008 to .14 recently on 20 to 30 million shares trading daily. It has a float and OS at 500 million shares. No comparison to SVFC IMO. IMO SVFC is worth 10 times more.
I agree that we should see another 8K at any time now. I suspect that Hanover is at least partially responsible for the PPS decline here. At the current O/S of 120M, they aren't allowed to hold more than about 12M of the 31,600,000 they have been issued so far. So that means a 20M share dump plus an additional dump to stay under the 10% O/S threshold when they get the next payout on the coming 54M shares left at the current VWAP.
There is an off chance that Hanover will decide to temporarily forgo collecting the shares due to them. I read somewhere in the filings that Hanover can request that SVFC hold shares due so that they can avoid selling at a PPS they don't like in order to stay under the 10%. If this were to happen, I would take it as a good sign that the smart money is on a much higher PPS in the short term. JMO.
Right now I'm holding tight and waiting for a PPS increase. I'd love to add here but I'm tapped out right now. I might gamble a flip if we get back to 5 before the Hanover 8K. I think the next Hanover 8K is going to freak out a lot of people who are convinced Hanover is all done. I suspect another share dump then.
On another subject I nearly forgot. I finally heard back from Anna Rhodes of SVFC yesterday. She was unfamiliar with the specifics of the Hanover deal, but she promised to pass on all of my e-mail questions to others who could answer them. I'm waiting to hear something.
BTW, she confirmed to me that she and Victor are quite familiar with iHub and read the posts on the SVFC board. She wasn't specific but indicated her displeasure with certain "irresponsible posters". Wonder who that could be? LOL!
GLTY Lawrence
Alright my friend here is some information I have gathered from the company web site.
The last amended articles of incorporation sets the authorized shares at 500,000,000 with an O/S of 28,000,000 this is dated 20 May 2012 it also gives the board of directors the ability to issue from time to time an aggregated amount up to 1,000,000 shares of preferred stock par value .01
So near as I can figure the Nevada Registration stands until updated but the company is claiming 28,258 million registered shares and there are roughly 32 million shares of unregistered shares. This would make for approximately 60.258 million shares in the O/S
I am expecting another 8K any moment showing the issuance of 5,000,000 shares to Hanover.
I was in a stock a few years back that sold a bunch of unregistered shares; it went to .00001 and never recovered. I think it was SMAS.
Hanover should not be selling the unregistered shares even if there is a fair warning that they can sell any time, that may be true but I am pretty sure the shares must be registered.
I believe you stated 17 September for the final payout to Hanover; I would expect news to start breaking about 3 August and a big run up to August 18 when that 8K hits.
Then it will be quiet for a while giving Hanover and Iron Mountain sell out then there will be some one showing the Nevada registration and the PPS will collapse. Be sure to get out on the run up. If nothing else, take all of your investment out and ride free ones to the top.
I did that I bought in at the low 3s and made my first sell in the low 6s when I saw it was not going to break 7 I sold the rest in the high 6s, I knew it was coming back down. Now I am back in at the low 4s. Tuesday the chart said consolidation in the 3 to 4 range but by last night there is a death cross imminent, I may be able to average down in the 1s. Cost averaging is a personal choice t ho and it would depend on where you see the final PPS ending and if volume justifies the chances of selling for a profit.
I do not have L2 access but if you do pay close attention to the walls built on the ask side and set your sell on the high side of the spread but below the ask when you are ready to exit, do not use a market sell unless there is a panic exit; even if there is a panic exit some times it is just best to ride it out and sell on the bounce.
CJ is a team leader and working for a MM as you can see today another crew has moved in and they are working for a different MM We are not allowed to talk about it on ihub but be aware they are here and yahoooo and many other boards non have clean hands both hate and disparage honesty when it does not fit their agenda
I already gave you a follow mark I think about your second post I liked your analysis of the settlement and how you laid it all out. Honesty is great you may be right or wrong, same with me but doing what they are doing is just wrong, soon you will see one side win and the other move out until they have loaded at the bottom and start posting again. Sorry to hear your position you may have a chance in the low 2s or even 1s to average out. My brokers won’t sell me subs even if I already have a position so waiting until then may work for you I don’t know. But if some one post my DD you will have that opportunity very soon. That is why I deleted it and changed that post. That is why I am just hanging back and letting it take its course. I do not believe the company will update this week next week or perhaps never. Some one just posted today they have until Aug 9 that just means the company will go grey at that point if there is no filing.
As for Hanover selling maybe but I am more inclined to believe Hanover sold the first week and now the MM’s are doing their thing. I also see disappearing interest with the crew change and no news. If the international patent were something it would have been PRd on the 12th and not one of the crew mysteriously finding it and posting afterhours. No one of the MMs led them to or even provided the information and location it just does not happen as it has happened on that board.
Finally remember this if a Poster (Janice Shell) ever shows up on a board, just hang it up and get out with what you can it is never a good sign. I refer to her as the one whose name we shall not speak but she is really good at ending scams and profits.
If the company ever does update its filings I will be very surprised, but if it does and the company turns out to be real the potential is almost limitless. I just saw on the news stem cells are being used in mice to correct blindness and re-grow retinas
I pretty much ignore CJ and that bunch. You obviously know a lot more about this stuff than I do. Based on what you know I can't fault you for wanting to pull out. Right now I'm down about 37%. I think the drop is all Hanover selling and the PPS will bounce back after this spate of dilution is finished. I'll reconsider my future here after that bounce. GLTU. I'll be giving you a follow mark (if I haven't already).
The court can be in the state of the registration or the state of incorporation. Most of the big boys register in Delaware for the very liberal Bankruptcy laws of that state. I just had a very tough lesson on that when I was in Washington Mutual. All the numbers added up and I was sure I was in a $24.00 stock for pennies. But Delaware is not a Stockholder friendly state, not like Washington would have been. Nevada is one of those states that is preferred by companies because of the lax enforcement and the low per share tax.
As for the Patent is it real? I know I read the last one for the international patent and it is much ado about nothing. As a matter of fact if left as is, the application will not be approved. They continue to pump it as if it were a sure thing when it is not.
LOL did you see CJ’s last posting of the share structure 40 Mill Float, yeah and my nephew is a monkey.
OK. I see that Nevada reference. You say Hanover is in on it, but what about the court?
Check out the last 8K it is a Nevada Corporation.
http://ih.advfn.com/p.php?pid=nmona&article=58399830
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 12, 2013
INTELLICELL BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
Nevada 333-49388 91-1966948
(State or other jurisdiction
of incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
460 Park Avenue, 17th Fl
New York, NY 10022
(Address of principal executive offices) (Zip Code)
(646) 576-8700
(Registrant’s telephone number, including area code)
Hanover is not duped as you put it; they are in on it yes this is criminal but it happens all the time in the pinks.
This is how you dump unregistered shares onto an unsuspecting market (you and I) and hide what you are doing. Remember the registered share count is 1,000 at .001 or company value is $1.00 that is all the tax they have paid for their registration and with no company officers Nevada cannot collect their tax. The per share tax at .001 is much higher than the tax at .00001 that most Pimksheet companies register at today. That is why there are no company officers. If they are not registered Nevada cannot collect.
Even the 8Kyou provided has them listed as a Nevada corporation. A company need not be incorporated in the company it is registered in look at Washington Mutual it was registered in Washington but it was a Delaware Corporation. This is a very common practice.
Call me stupid, but it looks to me like the Nevada corporation has nothing to do with this company. Note the bold sections that ID the parties as New York corporations not Nevada.
All of the below has been filed with the SEC. How could they fake all of this? If you're right then Hanover and all other creditors would have to have been duped as well. How likely is that?
You are right about the "pumping team". I've long suspected CJ and a few others are being deliberately obtuse in order to advance their agenda. I will admit though that what you're saying is absolutely mind-blowing if it is true, I just can't see it though.
From the 8K:
Entry into a Material Definitive Agreement.
Item 3.02 Unregistered Sales of Equity Securities.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2011, Media Exchange Group, Inc. (the “Company”) entered into an Agreement and Plan of Merger by and among the Company, Intellicell Acquisition Corp., a New York corporation and a wholly-owned subsidiary of MEG (“Merger Sub”) and IntelliCell Biosciences, Inc., a New York corporation (“IntelliCell”). Thereafter, on June 3, 2011, the parties entered into an Amended and Restated Agreement and Plan of Merger (the Merger Agreement, as amended and restated is hereinafter referred to as the “(the “Merger Agreement”). Pursuant to the Merger Agreement, IntelliCell merged with and into the Merger Sub with IntelliCell continuing as the surviving corporation (the “Merger”). As consideration for the Merger, the holders of the an aggregate of 7,860,768 shares of IntelliCell’s common stock exchanged their shares of common stock for an aggregate of 15,348,482 shares of the Company’s common stock and Steven Victor, the principal shareholder of IntelliCell, exchanged an aggregate of 10,575,482 shares of IntelliCell’s common stock for an aggregate of 20,649 shares of the Company’s series B preferred stock, based upon an effective exchange rate of 1.926 shares of the Company for each share of Intellicell common stock held (the “Transaction”). Each share of series B preferred stock shall be convertible into 1,000 shares of the Company’s common stock. In addition, the holders of the series B preferred stock shall be entitled to notice of stockholders’ meeting and to vote as a single class with the holders of the Common Stock upon any matter submitted to the stockholders for a vote, and shall be entitled to such number of votes as shall equal the product of (a) the number of shares of Common Stock into which the series B preferred stock is convertible into on the record date of such vote multiplied by (b) ten (10). The Merger Agreement contains customary terms and conditions for a transaction of this type, including representations, warranties and covenants, as well as provisions describing the merger consideration, the process of exchanging the consideration and the effect of the Merger.
In addition to the foregoing, in accordance with the Merger Agreement, all outstanding convertible notes issued by Intellicell (the “IntelliCell Notes”) and warrants issued by Intellicell (the “IntelliCell Warrants”) shall entitle the holder to convert or exercise, as the case may be, into and receive the same number of shares of Company common stock as the holder of such Intellicell Notes and Intellicell Warrants would have been entitled to receive pursuant to the Merger had such holder exercised such Intellicell Notes and Intellicell Warrants in full immediately prior to the closing of the Merger. Thus, there are an aggregate of $990,000 of Intellicell Notes outstanding which are convertible into an aggregate of 1,151,163 shares of common stock of the Company (at a conversion price of $0.86) and warrants to purchase an aggregate of 2,262,863 shares of common stock of the Company (at an exercise price of $0.86).
The closing of the Merger took place on June 3, 2011 (the “Closing Date”).
Following the Merger, the Company will be changing its name to IntelliCell Biosciences, Inc., and our trading symbol is expected to be changed as well. As a result of the Merger, IntelliCell became our wholly-owned subsidiary, with Intellicell’s former shareholders acquiring a majority of the outstanding shares of our common stock, as well as all of the shares of our series B preferred stock.
We are filing this Current Report on Form 8-K for the purpose of providing summary information regarding the Merger. We expect to file a more complete Form 8-K setting forth the information required by Items 1.01, 2.01, 3.02, 5.01, 5.02, 5.03, and 9.01 of that Form 8-K within the time periods permitted by Form 8-K.
A copy of the press release announcing the Merger is attached hereto as Exhibit 99.1
Merger Agreement
Pursuant to the Merger Agreement, at closing, we issued an aggregate of 15,348,482 shares of common stock to the holders of an aggregate of 7,860,768 of IntelliCell’s common stock, and 20,649 shares of the series B preferred stock to Dr. Steven Victor, the principal shareholder of Intellicell, in exchange for an aggregate of 10,575,482 shares of IntelliCell’s common stock, in exchange for 100% of the issued and outstanding shares of Intellicell common stock. The consideration issued in the Merger was determined as a result of arm’s-length negotiations between the parties.
In addition to the foregoing, in accordance with the Merger Agreement, all outstanding convertible notes issued by Intellicell (the “IntelliCell Notes”) and warrants issued by Intellicell (the “IntelliCell Warrants”) shall entitle the holder to convert or exercise, as the case may be, into and receive the same number of shares of Company common stock as the holder of such Intellicell Notes and Intellicell Warrants would have been entitled to receive pursuant to the Merger had such holder exercised such Intellicell Notes and Intellicell Warrants in full immediately prior to the closing of the Merger. Thus, there are an aggregate of $990,000 of Intellicell Notes outstanding which are convertible into an aggregate of 1,151,163 shares of common stock of the Company (at a conversion price of $0.86) and warrants to purchase an aggregate of 2,262,863 shares of common stock of the Company (at an exercise price of $0.86).
The shares of our common stock and series B preferred stock issued to former holders of Intellicell’s common stock in connection with the Merger were not registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon the exemption from registration provided by Section 4(2) of that Act and Regulation D promulgated under that section, which exempts transactions by an issuer not involving any public offering. These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Certificates representing these securities contain a legend stating the same.
In connection with the Merger, the Company’s former controlling shareholder entered into a return to treasury agreement pursuant to which he agreed to return to the Company for cancellation all of shares of series A preferred stock of the Company that had previously been issued to him (150,000 shares). The Company then cancelled those shares at the closing of the Merger.
Changes Resulting from the Transaction
We intend to carry on Intellicell’s business as our primary line of business. Intellicell is headquartered in New York, New York, and is focused on the expanding regenerative medical markets using adipose stromal vascular fraction. We have relocated our principal executive offices to those of IntelliCell at 30 East 76 th Street, 6 th Floor, New York, New York. Our telephone number is (212) 249-3050, and our website is located at www.intellicell.com. The contents of IntelliCell’s website are not part of this report and should not be relied upon with respect thereto.
Expansion of Board of Directors; Management
In connection with the Merger, on June 3, 2011, Joseph R. Cellura resigned as our chief executive officer and president and Rachael Baer resigned as general counsel, secretary and treasurer, effective immediately, and we appointed (i) Steven Victor MD as our chief executive officer, president, secretary, treasurer and director. Upon the expiration of the 10-day period following the delivery and/or mailing of the Schedule 14f-1 Information Statement to our stockholders in compliance with the provisions of Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14(f)-1 thereunder, the resignation of Mr. Cellura as a director of our board of directors, and the appointment of Leonard Mazur and Stuart Goldfarb as members of our board of directors will also become effective.
All directors hold office until the next annual meeting of stockholders and the election and qualification of their successors. Officers are elected annually by the board of directors and serve at the discretion of the board.
Accounting Treatment; Change of Control
The Merger is being accounted for as a “reverse acquisition,” since the shareholders of IntelliCell own a majority of the outstanding shares of our common stock immediately following the Merger. IntelliCell is deemed to be the acquirer in the Merger and, consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements will be those of IntelliCell and will be recorded at the historical cost basis of IntelliCell. Except as described in the previous paragraphs, no arrangements or understandings exist among present or former controlling stockholders with respect to the election of members of our board of directors and, to our knowledge, no other arrangements exist that might result in a change of control of our company. Further, as a result of the issuance of the 15,348,936 shares of our common stock and 20,649 shares of series B preferred stock (which are convertible into an aggregate of 20,649,000 shares of common stock) in the Merger, and cancellation of other shares, a change in control of our company occurred on the date of the consummation of the Merger. We will continue to be a “smaller reporting company,” as defined under the Exchange Act following the Merger.
2
--------------------------------------------------------------------------------
Debt Conversions
Prior to the consummation of the Merger, the Company entered into agreements with the holders of an aggregate of $646,995 of notes, which included $307,144 of notes held by affiliates of the Company, pursuant to which such persons agreed to settle and compromise such debt in exchange for the issuance of an aggregate of 12,123 shares of series C preferred stock. Each share of series C preferred stock shall be convertible into 1,000 shares of the Company’s common stock. Certain holders of the Company’s series C preferred stock have contractually agreed to restrict their ability to convert the series C preferred stock such that the number of shares of the Company common stock held by each of holder and its affiliates after such conversion shall not exceed 4.99% of the Company’s then issued and outstanding shares of common stock.
In addition, prior to the consummation of the Merger, the Company entered into agreements with the holders of (i) an aggregate of $125,000 of notes pursuant to which such persons agreed to settle and compromise such debt in exchange for the issuance of an aggregate of 62,500 shares of common stock and (ii) an aggregate of $375,000 of notes of the Company pursuant to which such person agreed to amend such note to make it convertible into an aggregate of 187,500 shares of common stock of the Company (based upon a conversion price of $2.00 per share). In addition, the Company issued an aggregate of 1,000,000 shares of common stock pursuant to a settlement and compromise with a debt holder of the Company.
Asset Purchase Agreement with Consorteum Holdings, Inc.
Following completion of the Merger, on June 6, 2011, the Company entered into an asset purchase agreement (the “Consorteum Purchase Agreement”) with Consorteum Holdings, Inc. (“Consorteum”) pursuant to which the Company has agreed to sell, transfer and assign to Consorteum, and Consorteum has agreed to purchase from the Company, all of the Company rights, title and interests to, and agreements relating to, its digital trading card business and platform as well as all other intangible assets of the business in exchange for Consorteum assuming an aggregate principal amount of $1,864,152 of indebtedness of the Company in accordance with the terms of that certain assignment and assumption agreement executed on June 6, 2011. Such rights include, but are not limited to, the Company’s name, phone number and listing, goodwill and other intangible assets (including its rights to any intellectual property or proprietary technology), as well as the company’s rights under certain licensing agreements.
On June 6, 2011, the Company and Consorteum entered into an amendment agreement (the “Amendment Agreement”) to the Consorteum Purchase Agreement pursuant to which the parties agreed, among other things, that the obligations of the Parties to consummate the transactions contemplated by the Purchase Agreement is subject to (i) the approval of the Board of Directors of each of the parties, and (ii) the completion of the assignment of the Assumed Liabilities (including receipt of all the necessary consents of the holders of all outstanding indebtedness of the Buyer).
Assuming that the transactions contemplated by the Consorteum Purchase Agreement and the Amendment Agreement and consummated, the Company’s only remaining outstanding notes consist of an aggregate of $750,000 of notes of the Company, $375,000 of which has been amended and is convertible into an aggregate of 187,500 shares of common stock of the Company (based upon a conversion price of $2.00 per share) and the remaining $375,000 is not convertible.
Lock-Up Agreements and Other Restrictions
In connection with the Merger, former shareholders who now hold in the aggregate 12,000 shares of our series C preferred stock, entered into lock-up agreements with us. The lock-up agreements provide that their shares may not be, directly or indirectly, publicly sold, subject to a contract for sale or otherwise transferred for a period ending on until August 31, 2011. Certain holders of the Company’s series C preferred stock have contractually agreed to restrict their ability to convert the series C preferred stock such that the number of shares of the Company common stock held by each of holder and its affiliates after such conversion shall not exceed 4.99% of the Company’s then issued and outstanding shares of common stock.
The foregoing information is a summary of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of such agreements, a copy of which are attached as an exhibit to this Current Report on Form 8-K. Readers should review such agreement for a complete understanding of the terms and conditions associated with this transaction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this report.
2.1 Merger Agreement, dated as of April 26, 2011, between Media Exchange Group, Inc., Intellicell Acquisition Corp. and Intellicell Biosciences, Inc.
2.2 Amended and Restated Merger Agreement, dated as of June 2, 2011, between Media Exchange Group, Inc., Intellicell Acquisition Corp. and Intellicell Biosciences, Inc.
10.1 Asset Purchase Agreement, dated June 6, 2011, by and between Media Exchange Group, Inc. and Consorteum Holdings, Inc.
10.2 Assignment and Assumption Agreement, dated June 6, 2011, by and between Media Exchange Group, Inc. and Consorteum Holdings, Inc.
10.3 Amendment Agreement, dated June 6, 2011, by and between Consorteum Holdings, Inc. and Media Exchange Group, Inc.
99.1 Press Release, dated June 7, 2011
There are 1,000 registered shares only there is no A/S other than that first thing they need to do is Increase their A/S and register all of their O/S and pay the tax to Nevada. He that holds the 1,000 shares holds all the beans everyone else is out and holds unregistered share, in other words you are holding air. We are over ½ way through 13 this is 2 years after the merger. The company they merged into had no shares it was only a name reserved company and in Nevada of all places. There are no named company directors on the registration more filings that have not been accomplished. This means all the crap you see posted on the other board is junk it may be true but it may not be there is no way of knowing. All these big names you see floated around may not even know of the company, they won’t be held liable for anything if it is not true. There is no O/D insurance no nothing to go after; nothing. All of these filings are nothing if not recorded on the corporate filing. The company is worth $1.00 that is all
Every other stock I have been through that was for real had a new CUSIP on the day of the change all of the filings were up to date. This one makes some filings then goes dark, changes venue to a lower level, dumps unregistered shares through a court approved settlement and there is still more to go.
I leave it up to you to decide; I was lazy and skipped this part of the DD I should have known better when I saw CJ was posting and as you can tell there is a crew working it.
Just got your pm
No the company has 1,000 shares registered that is all, there are no directors this is the quintessential pump and dump or at least it has all the making for one. There is a crew working it and that is why our post are so unwelcome. The crew is working very hard to make their money and facts will only get in the way.
Trust me that information is so damaging I will not post it on that board. Even if I did it would be removed in seconds. Have you ever seen this information anywhere on that board? It is considered to be of the upmost importance for a company of this caliber.
I think this might have something to do with a merger that happened back in 2011. I have a vague recollection of seeing something in old fillings about a merger.
Obviously the company is still operational. Am I missing something ?
I hope you understand.
Thanks for the PM
yes I know this is directed at someone else but shoot me a PM with a junk Email if you have one I have some DD that is just as important and very damaging to the stock we are talking about.
Cassandra,
I'm on the SVFC board. As you know, Hanover is financing there.
I've been trying my best to communicate on the board just how the financing works since it appears that the 8K is just too confusing for most there to grasp. They just don't want to believe that Hanover is getting shares at 55% of the VWAP. Most aren't so clear about the VWAP either. Sometimes I think they just don't want to grasp it!
The bottom line is my "Hanover adversaries" on the board have pretty much marginalized my impact and there is little more I can do that I haven't already posted. Do you know of a really good, clear and irrefutable link explaining the details that I could post or at least post a link to it on the SVFC board?
Thank you, I've read through a number of posts by both you and NoDummy and I believe I understand the situation much more now. Thanks for your time.
STOA's SC 13G filings show that a very significant number of shares have been issued to multiple toxic funders in the last several months as conversions of debenture notes. Keep in mind that these filings are only required when a person or entity owns more than 5% of the STOA shares outstanding. In reviewing the number of shares issued from 9/27/12 - 3/18/13 reported in the 10-K, there were many more shares issued than are accounted for in the SC 13G filings. The number of shares issued at various times may not caused the funders to own more than 5%.
From the 10-K:
Sam or Cass, I was wondering if you could help inform me regarding this information dealing with Hanover.
I was going through the filings for STOA and found:
http://www.sec.gov/Archives/edgar/data/1335112/000114420413036125/v348354_sc13g.htm
I was wondering if you could tell me more about Magna Group and Hanover Holdings.
Also, what, if anything, that filing I linked could say about the future of STOA.
I notice you call them "toxic funders" and mentioning the harm based upon dilution of common shares, is this dilution preceded by a filing like the one I linked above?
Thank you for the assistance in this case.
PMCM - Magna
http://www.sec.gov/Archives/edgar/data/1516522/000114420413037069/v348876_sc13g.htm
apparently there are at least 3 on this stock - noted in filing when they increased the A/S.
http://www.sec.gov/Archives/edgar/data/1516522/000101489713000225/primcodef14c.htm
The Authorized Common Stock Increase
The purpose of the increase in common stock is to increase the number of shares of our common stock available for issuance to investors who agree to provide Primco with the funding it requires to continue its operations, and/or to persons in connection with potential acquisition transactions, warrant or option exercises and other transactions under which our Board of Directors may determine is in the best interest of Primco and our stockholder to issue shares of common stock. As of the date of this Information Statement, we have entered into three separate convertible debentures, through which large numbers of shares may be issued in return for reducing the total debt owed to the holders of these debentures.
worth noting - David Michery was involved with Seven Arts - and Seven Arts had deals with ASHER/Ironridge/Magna. I suspect those would be the three involved.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=89908435
That post is how I found this one. I kept it in my mailbox for reference.
Always good to know when a toxic king has ties to one of your positions.
Thanks for all your work cass.
CFGI and SVFC added. If you like this forum, you may be interested in similar ones to track the clients of other popular financiers known for toxic dilution:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=80993279
Very interesting forum cass. Marked! and BTW add CGFI to the Magna List.
http://www.sec.gov/Archives/edgar/data/1344394/000114420413008016/v334955_sc13g.htm
SVFC has an association with Hanover.
http://biz.yahoo.com/e/130524/svfc8-k.html
CERP taking Magna and Hanover to court, not sure if that halts business between the two of them for the time being, would think so though.
8-k
http://www.sec.gov/Archives/edgar/data/1324759/000119312513226268/d541186d8k.htm
AMBS and IMDS added to Magna Group/Hanover Holding list.
AMBS: http://ih.advfn.com/p.php?pid=nmona&article=57205271
IMDS: http://www.sec.gov/Archives/edgar/data/790652/000114420413011123/v336154_sc13g.htm
Add IMDS to your list
http://www.sec.gov/Archives/edgar/data/790652/000114420413011123/v336154_sc13g.htm
ulfahl, once the new filings come out for SRGE, we all might be amazed at who the new lawyers are. I'm suspecting we see audited financials.
LOL, Carrillo Huettel, LLP is no longer $SRGE legal counsel.
http://www.prnewswire.com/news-releases/southridge-minerals-hires-new-legal-representation-and-completes-dividend-payout-180589621.html
OTC markets has not been update yet.
Regarding PnD assertion, I have very little confidence in those anti-OTC market crusaders (2 old guys).
Funny, something of this significant in what they are claiming has not been reported at ANY reliable financial services. LMAO
As $SRGE is looking for a new legal services Magna does provide
Cassandra - I've signed up for the email alert, but am very interested as to why the board was set up to concentrate on the clients of Magna Group?
Magna Group is a financier, not an "up-listing consultant."
http://www.magnagroupllc.com/
SRGE de-registered its stock in April 2011. They would have register it again with the SEC and be fully reporting to be able to be quoted on the OTCBB. I doubt that Magna will have anything to do with registering the stock and filing periodic reports with the SEC. Typically attorneys and accountnts are the professionals involved in those actions.
http://www.otcmarkets.com/stock/SRGE/filings
FWIW, going from OTC Link (fka Pink Sheets) to the OTCBB is not really "uplisting" as OTCBB stocks are not considered "listed." The OTCBB is a quotation service like OTC Link. It is not a stock exchange but does require a higher level of disclosure and reporting than OTC Link, which merely requires one market maker quoting the stock.
srge) Up-Listing,
My inquiry about magna group handling the up-listing of (srge),do you have any information confirming if this is true.
Thank You
Bigman
Add SRGE - Magna Group
SRGE - News - MobilePressWire.com
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Full Release
Southridge Minerals Hires NY-Based Magna Group To Expedite OTCBB Up-Listing - (MobiWire)
DALLAS, TX-- Southridge Enterprises Inc. (SRGE) ("Southridge" or the "Company") is pleased to announce today that Southridge Minerals, Inc., its wholly owned subsidiary, has now engaged new OTCBB up-listing consultants and investment firm Magna Group Capital Management, LLC. Magna will coordinate leading professional services and utilize established industry contacts to substantially reduce the timeline to complete the up-listing process. Magna has also has committed up to $5,000,000 in capital funding for the Company upon completion of the up-listing process.
Company management felt it was necessary to find a new highly competent up-listing consultant to expedite its efforts, after experiencing recent inefficiencies and delays during the up-listing process. Magna was a perfect fit for the Company?s needs bringing the right combination of capital funding along with a wealth of experience and contacts from the epicenter of financial markets in New York City. The Company feels it has now vastly improved its position to continue rolling-out its strategic plan with the addition of Magna.
Magna Group is a leading alternative investment and consulting firm that makes innovative structured investments and provides financial partnership to its portfolio companies; public and private, worldwide. Located in downtown New York City, Magna Group is on the proverbial front line of the rapidly evolving small and lower middle marketplace and is well-recognized for its flexibility and speed to market. Magna takes pride in the relationship its fosters with each portfolio company and the added value it brings in expertise and strategic introductions in addition to its invested capital. Magna works to establish relationships founded upon trust and understanding of expectations and maintain an honest dialog throughout the life of an engagement.
?The addition of Magna Group to our up-listing and capital team is a strong statement of our determination to expedite the up-listing process and advance the growth of Southridge going forward?, stated Michael Davies, Company President & CEO.
In other Company developments, Southridge received assay results yesterday from one its portfolio properties located in a world-class mining region of Mexico. The Company is currently compiling the assay data for dissemination and the results are expected to be publicly released within the next several days.
Southridge Minerals currently holds a portfolio of mineral properties located in several world-class mining regions of Mexico. The properties include the past producing and flagship property Cinco Minas, along with the Gran Cabrera, Los Compadres, La Esperanza, La Canita and El Horconcito.
For further information on the Company's Gold and Silver projects, visit our website: http://www.southridgeminerals.com.
Southridge Investors can access the following Southridge Minerals social media channels:
YouTube Cinco Minas Mexico Project:
Thanks flaflyersfan. I see that CERP also plans to do a reverse split of unknown magnitude after all of the dilution is done through Ironridge, Hanover Holdings and Magna Group.
Proposals 3-6: http://www.sec.gov/Archives/edgar/data/1324759/000110465912078159/a12-27119_1prer14a.htm
CERP just filed a PRER14A to use all of the bad ones;
http://www.sec.gov/Archives/edgar/data/1324759/000110465912078159/a12-27119_1prer14a.htm
Good luck
thanks Cassandra. I just had a big reply all typed out and deleted it by accident somehow. Hate that one. Anyway gotta run to a function and talk to you later. I appreciate it.
malc
interesting thread thanks
Yes magna is doing financing for Yipi and have actually been good to and for them to this point imo.I didnt know they had any other clients actually.thanks for the info.any of these others do well over time er not?prolly dont even need to ask that question lol.
Magna Group / Hanover Holdings is typically just as toxic as other similar financiers like Asher Enterprises. Magna is a newer entity so less notorious (inception in 2009).
There are two types of PIPEs specified in the 8-K. The first is what is sometimes called a shelf offering wherein ADXS will file a registration statement for the shares underlying the offering. Once the registration is declared effective by the SEC, shares already issued as well as future shares will be immediately free-trading.
The other is assignment of two convertible notes. These shares are often sold in reliance upon Rule 144 and, if over 1 year old, are often converted as free-trading shares.
Interestingly the shelf offering is being done by Hanover Holdings I, LLC - an affiliate of Magna Group while the convertible notes are with Magna.
The specific terms for both the shelf offering and convertible notes are included with the 8-K: http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8887000
You will likely notice certain market makers (e.g. AUTO or others) executing the sales of the dilution shares but they will not show the entire block on the ask. They are typically in small blocks with a new one showing up seconds after execution of the former one. It's impossible to tell the true depth of the ask with this method of trading.
From the Magna Group website:
I am not familiar with Magna Group but hate to see one of my holdings has recently started convertible debt financing with them.
Bottom line, how bad are they? Are we talking Asher infamy here? JMJ or Tangiers?
I suppose it all boils down to the specific terms of each convertible transaction but nonetheless, seems to me engaging any of these type vultures is akin to the slippery slope.
Im just trying to figure out how bad things really are for ADXS if Magna has been engaged. Thanks for any prior knowledge this group can share.
malc
CWET - Clean Wind Energy Tower, Inc.
Hanover Holdings I, LLC: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=73311109&txt2find=hanover|holdings
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=73028565
SAPX - Seven Arts Entertainment, Inc.
Magna Group and Hanover Holdings: P. 15: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=72359422&txt2find=magna|group
BHRT - Bioheart, Inc.
P. 17-18: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=75852434&txt2find=magna|group
YIPI: Yippy, Inc.
Magna Group: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=72917456
BFLX - Bioflamex Corp.
Magna Group: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=78240807&txt2find=magna|group
UCHC - Uni Core Holdings Corporation
Magna Group: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=80557845
TICKER | COMPANY | TRANSFER AGENT | ATTORNEYS | INVESTOR RELATIONS | CEO/OFFICERS | OTHER PP | ACTIONS |
ADXS | Advaxis, Inc, | Securities Transfer | Greenberg Taurig | Thomas Moore | MG | ||
AMBS | Amarantus Bioscience Holdings, Inc. | VStock Transfer | Sichenzia Ross Friedman Ference | LHA, Inc. | Gerald Commissiong | HH | |
BFLX | Bioflamex Corp. | Island Stock Transfer | Cane Clark | Kenneth Bland | MG | ||
BHRT | Bioheart, Inc. | Continental Stock Transfer | Mike Thomas William Murphy, Jr., MD | MG | |||
BMGP | Biomagnetics Diagnostics Corp | Island Stock Transfer (F: Integrity Stock Transfer) | Jody M. Walker, Cane Clark | Paul Hardman, Emerging Growth Research, (Equiti-Trend) | Clayton Hardman | Fairhills Capital | |
BRGO | Bergio International, Inc. | Empire Stock Transfer | Lucosky Brookman | Bergie Abajian | MG | ||
CERP | Cereplast, Inc. | Computershare Trust Co. | IRTH Communications | Frederic Scheer | HH, MG, Ironridge | Foreign/GM | |
CGFI | Colorado Goldfields, Inc. | Corporate Stock Transfer | Lee R. Rice | MG | |||
CMGO | CMG Holdings, Inc. | Corporate Stock Transfer | SEC Attorneys. LLC | Alan Morell | MG. Asher Enterprises, Aware Capital Consultants, Hudson Capital Advisors, Braeden Storm Enterprises | ||
fka CWET SWET | Clean WInd Energy Tower, Inc. Solar Wind Energy Tower, Inc. | Columbia Stock Transfer | Holand & Knight | Ron Prickett (CWET & SWET) | MG, HH | ||
DNAD | DNA Dynamics, Inc. | Registrar and Transfer (F: Stalt, Inc.) | Law Office of Thomas Russell (F: John D. Thomas) | Hanover+Elite Power Team (Elite Financial Communications + Hanover International) | David Lovatt, now Glenn Tellier | MG, HH, Fairhills Capital, | Non DTC 500:1 RS 200:1 RS |
ECDC | East Coast Diversified Corp. | ClearTrust | Lucosky Brookman | Kayode Aladesuyi Frank Russo | MG, HH, Asher | ||
EDWY | eDoorwways International Corp | ClearTrust | Arne M. Ray, Gersten Savage, (F: Abel L. Pierre) | Heritage Corporate Services | Gary Kimmons | Fairhills Capital, TJ Management, MG, HH | Non DTC |
FDMF | Freedom Energy Holdings, Inc. | Fidelity Transfer Co. | Clifford J. Hunt | MG | |||
HSCO | Hi Score Corp. | Signature Stock Transfer | Sommer & Schneider | Michael Zoyes | MG, TJ Management, Equit-Trend, Asher Enterprises | ||
IJJP | IJJ Corporation | Transfer Online | Randall Goulding Tod A. DiTomasso, (F: Kimberly Graus/Rudge) | Big Apple Consulting, Boost Marketing | Clifford Pope | MG, Fairhills Capital, BAC, Blulife | No Bid Non DTC |
IMDS | Imaging Diagnostic Systems, Inc. | Jersey Transfer & Trust | Linda B. Grable, Allan Schwartz | MG | CEO & CFO Fraud Charges & Final Judgment SEC Suspension GM/CE 4/8/14 | ||
ITEN | CodeSmart Holdings, Inc. | Island Stock Transfer | Ira Shapiro | MG & Group 10 Holdings (Convertible Debenture). | |||
MNVN | Mondial Ventures, Inc. | Olde Monmouth Stock | Parlee and McLaws | Dennis R. Alexander, Joanne M. Sylvanius | MG, HH | 1 for 1500 RS, 1/15/14 | |
NEGS | NX Global, Inc. | Interwest Transfer Co. | David LaFayve Robyn Bailey | MG, Fairhills Capital | Cavear Emptor at OTC Markets | ||
NEWL | Newlead Holdings, Ltd. | VStock Transfer (F: Continental Stock Transfer & Trust) | Thompson Hine | Michail S.Zolatas | HH, MG, Ironridge Global IV,Ironridge Global Partners, Magna Gibraltar Investments , MG Partners, Asher | NASDAQ delisted - now GM | |
PMBS | PuraMed BioScience, Inc. | Interwest Transfer Co. | Lucosky Brookman | Russell W. Mitchell | ? | ||
PMCM | Primco Management, Inc. | Olde Monmouth Stock Transfer Co. | Lucosky Brookman | David Michery | ? | ||
PVSP | Pervasip, Inc. | My Transfer Agent | Paul Riss | MG | |||
SAPX | Seven Arts Entertainment, Inc. | ? | Peter Hoffman Kate Hoffman | MG | |||
SMHS | Smart Holdings, Inc. | Direct Transfer | Johnathan Leinwand | SNC Consulting Services | Kenneth Oxsalida | MG | |
SRGE | Southridge Enterprises, Inc. | Pacific Stock Transfer | Carrillo Heuttel | Michael Davies | *SEC said PR about MG was false. | SEC Suspension GM/CE | |
STOA | Seratosa, Inc. | Nevada Agency and Transfer Company | Lucosky Brookman | James Wang | MG, HH | 1 for 1000 RS - 12/17/13 | |
SVFC | Intellicell Biosciences, Inc. | ? | Sichenzia Ross Friedman Ference LLP | Steven Victor | HH | ||
TFER HKUP | Titan Iron Ore Corp. iHookup Social, Inc. | Nevada Agency and Transfer Company | Bingham& McCutchen | Robert Rositano (TFER & HKUP) | Convertible note w/ MG | 1 for 20 RS - 4/29/14 | |
TRTC | Terra Tech Corp. | West Coast Stock Transfer | Thomas E. Puzzo | Derek Peterson | MG, HH | ||
UCHC | Unicore Holdings Corporation | Interwest Transfer Co | David Levenson | James Wu | MG | ||
UNGS | US Natural Gas Corp. | Olde Monmouth Stock Transfer Co. | Wayne Anderson Jim Anderson | MG | |||
VNDB | Vendum Batteries, Inc. | Empire Stock Stock Transfer | Glenn Tellier | ||||
WGAS | Worthington Energy, Inc. | Nevada Agency and Transfer Company | Szaferman Lakind Blumstein & Blader | Surety Financial Group | Charles Volk, Jr., Charlie Adams | MG, HH, Asher, La Jolla Cove Investors | 1 for 10 RS - 11/2/12 1 for 50 RS - 10/2/13 |
YIPI | Yippy, Inc. | Pacific Stock Transfer | Lucosky Brookman | Edward Noel Richard Granville | MG |
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