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And HMBL will probably have to take an impairment like with itt's other investments due to a decline in the asset's market value.
Yes, a Bag Holding Company
seems to me HMBL becoming MAJOR holding company, this Brad Hoagland all about that too! so seems they will cont. to be very active in this role together now!. just wondering why Tickery not being pushed out front more for revenues 4 HMBL now? lots of pieces & still puzzled/ not educated enough to comprehend all that's going on but seems to be lot more than nothing! high profile meetings every other day?....apps /search - 3/ wallet program/ bit coin mining & on/on. GOT to be pot of gold @ end of this rainbow.
Did you see the announcement?
Another great acquisition for HMBL
I would spend some time inquiring about the new acquisition.
Building for the future!
? Not sure why I needed her to explain anything. Why would anyone need such to be explained? The seller is dumping off dead assets for stock only..... no cash. Humbl is willing to issue a ton of stock at a valuation that is way over priced. The loser is the seller(maybe not)..and HMBL retail equity players are the loser as the buyer(definitely).
Brian Foote was working both CEO and CHAIRMAN. He just wants to chill a bit more and will leave his pawn as CEO while he freely does the CHAIRMANSHIP.... Nothing has changed in here, just another acquisition, more debts and endless dilution. Now if you tell me, board of shareholders kicked the shit out of Foote, then, yeah, we are moving forward but it is not the case. Foote still the head of the snake
$ZEST went up since investors realized they dumped that dead weight Agora on HUMBL lol...that is the reason...all part of the insider enrichment scheme here with Mr. Hoagland and Mr. Foote and the rest of the deceitful insiders. I'm shocked the SEC hasn't stepped in yet, but this is all on the OTC...sooo... $HMBL
Will $10 million even touch a fraction of the debt and the ongoing burn rate.
It is great to toss out numbers, but when a company is increasing debt monthly and taking on more debt, the bottom line is what matters.
How long would a good revenue stream get HMBL in the black?
Humbl is killing it !!! Let’s go!! I bet more funding comes next and business will be booming with the acceptance of the s-1
HMBL
HUMBL CEO Brian Foote will no longer be the CEO. ??
HUMBL is acquiring AGORA Digital which is a bitcoin mining company.
New CEO appointed and Brian Foote is now Chairman of the board of HUMBL
This is BIG!
HMBL acquisition explained
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.
As of June 30, 2022, we had $1,985,437 in cash. In the six months ended June 30, 2022, the Company’s subsidiaries experienced positive cash flow from operations generating over $2,261,995 in revenue. The Company expanded their product offerings through the acquisition of BizSecure, Inc. and the acquisition of Ixaya. These entities will be instrumental in the roll out of HUMBL’s Blockchain Services Group which currently is focused on providing services to governments as well as businesses. We also received $6,500,000 in related party long-term promissory notes and $2,000,000 from the exercise of 10,000,000 warrants. The Company intends to continue to pursue additional resources to continue the development of our core products and the roll out of new products.
We had a working capital deficit of $27,690,796 as of June 30, 2022 as compared to a working capital deficit of $20,965,419 as December 31, 2021, respectively. The increase in the working capital deficit is the result of the incurrence of expenditures related to the commencement of the various products and the current potion of debt that is due in the next 12 months. The Company believes it has adequate capital resources to meet its cash requirements during the next 12 months as they continue to grow and develop suitable sources of capital. A majority of the Company’s operating expenses (over 52%) are the result of non-cash charges such as impairment of goodwill and stock-based compensation. The actual monthly cash burn of the Company is approximately $1,250,000 per month at this time and as our core products come online, this is likely to decrease as much of this is directly related to the in-house and outsourced technology team. As a result of the operating losses and working capital deficit, management has determined that there is substantial doubt about the Company’s ability to continue as a going concern.
46
We expect that the revenue generating operations of the Company will continue to improve the liquidity of the Company moving forward. However, going forward, the effect of the pandemic and rising interest rates on the capital markets may limit our ability to raise additional capital on the terms acceptable to us at the time we need it, if at all. The challenges related to remote work and travel restrictions that we as a smaller company have faced in striving to meet our disclosure obligations in a timely manner while taking the steps to protect the health and safety of our employees have impacted, and may continue to further impact, our ability to raise additional capital.
The consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties.
The Company has made strategic acquisitions in the first few months of 2022 to enhance their core products and their intellectual property. Management believes these acquisitions will result in increased profitability.
The Company plans to raise additional capital through the exercising of their warrants as well as through future debt and equity financings to carry out its business plan. Obtaining additional financing and the successful development of the Company’s segments including their new Blockchain Services group, ultimately, to profitable operations, are necessary for the Company to continue operations.
Net cash used in operating activities was $7,559,595 and $3,431,561 for the six months ended June 30, 2022 and 2021, respectively. The $4,128,034 increase in net cash used in operating activities was primarily a result of the non-cash charges impacting our net loss from 2021 to 2022, such as the impairment of goodwill for Tickeri in 2021 versus the impairment for Ixaya in 2022. Additionally, we increased our accounts payable and accrued expenses by $1,330,140 from 2021 to 2022 and had net cash decreases as a result of changes in our digital assets of $885,355.
Net cash used in investing activities was $843,307 for the six months ended June 30, 2022 related to purchases of fixed assets of $13,572 and cash paid, net of amounts received in the acquisition of Ixaya of $148,675, purchases of a non-fungible token of $406,040 and domain names of $275,020. In the six months ended June 30, 2021we incurred investing activities of $234,151 related to $364,545 for purchases of fixed assets, $127,377 in cash received in the acquisition of Tickeri, and $3,017 in cash received in the acquisition of Monster Creative.
Cash provided by financing activities was $6,895,126 and $7,259,954 for the six months ended June 30, 2022 and 2021, respectively. Cash was provided through proceeds from sales of membership interests in HUMBL LLC in 2021 of $10,000, proceeds from the issuance of common stock for cash for $1,000,000, proceeds from the issuance of convertible notes of $6,250,000, and repayment of notes payable of $46. In 2022, the Company raised $2,000,000 from the exercise of warrants and proceeds from related party notes in the amount of $4,502,645, and a contribution of capital of $406,040 (as well as non-cash contribution of capital of $500,000) by the Company’s CEO.
Since the date of the reverse merger in December 2020 we have financed our operations through sales of common and preferred stock and the issuance of debt.
10Q
https://www.sec.gov/ix?doc=/Archives/edgar/data/1119190/000149315222022345/form10-q.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2022
? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ______ to ______
Commission File No. 000-31267
HUMBL, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 91-2048019
(State or other jurisdiction of
incorporation or organization) (IRS Employer
Identification No.)
600 B Street, Suite 300, San Diego, CA 92101
(Address of principal executive offices) (Zip Code)
(786) 738-9012
(Registrant’s telephone number, including area code)
Insiders maintain their status for about 90 days after they leave the company. The question is did Brian sign a lockup agreement in his commitment to not sell until at least the end of 2023 or did he just say he wouldn’t.
He is likely bound by the former and not that latter.
Yes Ecoark had four divisions:
Segment Reporting for the Three Months Ended June 30, 2022 and 2021:
Prior to August 26, 2021, the Company operated in three segments. The segments are Financial Services (Trend Holdings), Technology (Zest Labs), and Transportation Services (Banner Midstream). Effective July 1, 2021, the Company’s chief operating decision makers in discussion with the finance team determined that the Company would add a fourth reporting segment to account for their Digital Asset mining business. Additionally, beginning on July 1, 2021 the Company began reporting its home office costs into the Commodity segment, charging its Technology segment a monthly overhead fee, and has recorded typical overhead expenses in their Finance and Digital Asset segments to account for this home office allocation.
——-
Banner Midstream being sold off to private company::
Furthermore, on August 11, 2022, Ecoark entered into a non-binding letter of intent to divest its oilfield services business, Banner Midstream Corp (“Banner Midstream”), in an all-stock transaction to a confidential public company also engaged in oilfield services
Seems they have a recent promissory note as well
EX-10.4 5 ea161858ex10-4_ecoark.htm FORM OF GUARANTY AGREEMENT
EXHIBIT 10.4
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT (this “Guaranty”), made and executed this 16th day of June, 2022, by the undersigned subsidiaries of Trend (as defined below) set forth on Exhibit A attached hereto, each an entity organized under the law of the State set forth opposite their name on Exhibit A (“Guarantor”), having an address as set forth below their signature blocks, and Trend Venture, LP, a limited partnership organized and existing under the laws of the State of Delaware (“Trend”).
WHEREAS, Trend has issued to Agora Digital Holdings, Inc., a Nevada corporation (the “Holder”), that certain Secured Promissory in the original principal amount of $4,250,000 of even date herewith (the “Note”);
WHEREAS, Trend and the Holder has also entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) and a Security Agreement (the “Security Agreement”), each dated as of even date herewith;
https://www.sec.gov/Archives/edgar/data/1437491/000121390022034008/ea161858ex10-4_ecoark.htm
Seems they have some sort of revenue from a transportation business other than the bitcoin mining and land deals, power deals, mining components and so on.
Agora was organized by Ecoark Holdings to enter the Bitcoin mining business. Because of regulatory uncertainty over Bitcoin being deemed to be securities, Agora’s initial focus is on mining Bitcoin which we believe is not a security. Because of regulatory concerns and the changing regulatory environment, Agora intends to seek opportunities to engage with cryptocurrencies that do not involve the offer or sale of any securities. Because of the plunge in the price of Bitcoin and the type of miners Agora acquired pending its attempt to close an initial public offering, Agora determined it was not presently feasible to conduct Bitcoin mining operations and temporarily ceased such activities on March 3, 2022.
On August 11, 2022 the Company executed a definitive agreement with HUMBL, Inc. (“HUMBL”) (OTC: HMBL) to transfer up to 100% of the issued and outstanding common stock of its majority owned subsidiary Agora Digital Holdings, Inc. (“Agora Digital”) to HUMBL in exchange for up to 6,000 shares of Series C preferred stock valued at $10,000 per share which will be filed prior to closing. The definitive agreement has certain closing conditions which have yet to be fulfilled at the time of this filing including a closing condition whereby the Company is required to source a minimum of $10,000,000 in capital for HUMBL prior to the transfer of ownership of Agora Digital to HUMBL. The definitive agreement contemplates that some or all of Agora’s minority shareholders, which consists of Agora’s directors, officers and consultants (some of whom are also directors and officers of the Company including our Chief Executive Officer and Chief Financial Officer) owning a total of up to 5,000,000 of the outstanding shares of Agora common stock, may also execute the agreement and exchange their shares of Agora common stock for the HUMBL Series C. Additional details will be provided at a future date via a Form 8-K to be filed by the Company with the definitive agreement and other transaction documents.
——-
Guess they need to add those series c shares back
HUMBL Withdraws Series C Preferred Stock
NEWS PROVIDED BY
HUMBL INC
November 03, 2021, 20:02 GMT
SHARE THIS ARTICLE
SAN DIEGO, CALIFORNIA, UNITED STATES, November 3, 2021 /EINPresswire.com/ -- HUMBL, Inc. (OTC Markets: HMBL) announced today that it filed a Certificate of Withdrawal of the Designations of Preferences and Rights of Series C Preferred Stock with the Delaware Secretary of State. HUMBL had no shares of Series C Preferred Stock outstanding at the time of the filing of the Certificate of Withdrawal. HUMBL decided to withdraw the Series C Preferred Stock because such series was not currently in use.
About HUMBL
HUMBL is a Web 3, consumer platform working to simplify blockchain use cases such as mobile payments, tickets and NFTs.
CONTACT:
PR@HUMBLPay.com
AgoraDigital consolidated financials through June can be found here:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1437491/000121390022047377/f10q0622_ecoarkholdings.htm
Take a look at the @Agoradigitalholdings twitter site and note the followers. No posts but 74 followers
How many knew in advance about the deal???
The rest of us will have made a lot of money by then, but hey - to each their own.
No where near the amount they have lost.
What are you talking about?
On the first day of trading after big news announced by Humbl we can see clearly who is the winner and who is the loser of this transaction:
The makert or Wall Street says:
Winner:
Ecoark Holdings, Inc. (ZEST) +17.79%
Loser:
Humbl Inc. (HMBL) -1.43%
Well - if they believe this will close in August 2022, then Humbl will have their $10 million this month! Awesome news for the company.
Based on your capable DD abilities - what do you think about what ZEST did on Friday?
Pretty significant in terms of what their vision and direction is for everything in their PR, when you piece it all together. Also very positive for HMBL, and countering your “toxic” worries and then some!
But yes - because ZEST and HMBL are both fully reporting SEC filers, you will have your answers then. The rest of us will have made a lot of money by then, but hey - to each their own.
$HMBL
Lol - press releases are known for exaggerating deals.
As I said - I’ll wait for the details they submit to the SEC in their quarterly and 8k.
You are dealing with a hedge fund guy - ready to be granted CONVERTIBLE PREFERRED SHARES for a value he slapped on for the company. As AGORA DIGITAL has been sitting in Ecoark/ZEST for the past year filing S1 to IPO and did nothing to help their share price.
Let’s just see how toxic this deal really is.
And please note that $10 million in capital for HUMBL wasn’t mentioned in the press release ZEST put out.
https://www.otcmarkets.com/stock/ZEST/news/story?e&id=2293804
On August 11, 2022, Ecoark executed a definitive agreement to sell its cryptocurrency mining business, Agora Digital Holdings, Inc. (“Agora Digital”), to HUMBL, Inc. (“HUMBL”) (OTC: HMBL) in an all-stock transaction for $60,000,000 of convertible preferred stock; the transaction is subject to various closing conditions which Ecoark believes will close in August 2022.
And not to worry - I am quite capable of doing my own DD.
You don’t have to guess. You can read their statement for your answers. They explain it to their shareholders very clearly.
They also have another 2 deals going for the same reasons. And if you do a little dd, you’ll find they have made another pretty significant move recently.
Successful businesses move forward, even during a recession. That comes from strong leadership, innovative thinking, and bold moves.
I recommend you look for these qualities when looking for companies to invest in for the long haul.
Good luck!
$HMBL
That’s a whole lot of large leaps there, but to answer them:
- He cannot be ousted by a hostile coup. Not only does he have the majority of Preferred B’s, which have a 10,000 to 1 voting right, he also has all of the Preferred A’s - 7 Billion of them, which are only for voting, and enough to counter every single voting share in the hands of everyone else.
- He still would not be able to sell any of his shares at will due to the filed stipulations he put on himself, and additionally covered under the stipulations put in place for amounts allowed to be sold for everyone else.
Big things ahead for Humbl, and Brian Foote will not only be there to see it happen- he will be the driving force behind getting the company there.
$HMBL
i wish i had georges loot!!!!!!!!!!!
cant blame the guy..its the wild wild west investing in these sewers
YES..you need sec/doj to shut him down
he sure came a LONG way when he discovered white collar crime pays way better then RAT
Question for you. Now that Brian Foote is no longer CEO -- and if somehow, someway, he is shown the door due to a hostile inside coup -- or if he announces "I've done all I can for this company. I've decided to leave. All is in good hands with Brad Hoagland" -- will Foote be able to convert his Pref B's and sell at will?
Here is a photo of the Race Track party group. Maybe someone can identify the group.
Which reminds me that George stated he was on a world city tour.
Did he do that between races? He never followed up with an update.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=169605369
I was happy for a few seconds when I saw someone that said, B-FOOTE stepped down as CEO... LMAOOOO, I was jumping.... Until I kept reading from the fool, now he is the CHAIRMAN.... POOF... Same crap, the dancer still spinning on top of the bottle
“The net loss came about with the purchase of assets, goodwill and professional fees. “
That is not what the financial statement for the last quarter says.
And for one…goodwill is not an expense unless it is written down, which it was not.
What financial statement are you looking at?
I will double check this
Bit mining in Texas :
https://www.theverge.com/2022/7/14/23206795/bitcoin-crypto-mining-electricity-texas-grid-energy-bills-emissions
Multiple problems there…
It does look like (from their exact words) that they put in the management work in these companies yet it hasn’t helped their sp and their market cap.
Lol so I guess they are hoping for different results by selling it to HUMBL after not completing their IPO?? Ummm okay.
They may sell some down the road, but the price would need to be substantially higher as well as the volume.
Lol have been hearing that about the pref B shares - and here we are - bleeding out slowly.
He’s a hedge fund guy - he will be sure to take care of Ecoark - and if that means selling HUMBL SHARES he will do just that.
Want to see the 8k with the actual deal.
Plus next week we should see on the 10Q how badly they need that 10 million on their books.
Wasn’t George being paid to get this thing up listed??? I guess as long as they pay him he will keep his mouth shut. At least he hasn’t resigned in a hissy fit like the last time. No need to bite the hand that feeds you.
https://www.sec.gov/Archives/edgar/data/1119190/000149315221032548/ex10-58.htm
It doesn’t look like that to anyone else who has delved into it, IMO.
It does look like (from their exact words) that they put in the management work in these companies yet it hasn’t helped their sp and their market cap.
So, they have transitioned ownership of these 3 subsidiaries (and management) to companies in those fields while getting full value for them by getting shares in other companies. In Humbl’s case, their CFO will be Humbl’s new CEO, and they will acquire a roughly 12% stake in Humbl.
Ask yourself would they do all of that if they didn’t value the mining business?
Win, win, win.
$HMBL
If Ecoarc is divesting it so soon after starting that doesn't look good. Shows they don't believe in the bitcoin mining outlook.
If an insider attempted to sell even $10mil worth of shares in a $120mil market cap company, the price would be cut to nothing quickly. They would be lucky if they got $3 mil for their $60 purchase. It woud be the same if Foote sold $1mil of his shares.
The stock would see very subpenny in an instant. Considering they are paying $10mil cash and a company in return for their investment, I would bet that they plan on sticking around for a while. They may sell some down the road, but the price would need to be substantially higher as well as the volume.
Well, I certainly read that differently. To me - it was a very smart business move when they just proved their value was much higher but finding 3 different buyers for a total of double their market cap. They are still “holding companies, but a smaller percentage of bigger companies. They clearly want to focus on what they believe is their main product, and let the experts in the other fields maximize them.
In this economy/recession and market - they did a tremendous job of figuring out the best path forward. That’s what great management does.
Humbl gets a new CEO who will have the time to focus on the operations, and on the big uplist.
Brian gets to still have final say in the companies future, but gets freed up from the day to day to be able to focus on his vision - which ultimately the company needs to be a dominant force in the future.
Having a mining company in the fold will have lots of positives as well; including a new revenue stream, a steady source of Bitcoin to sell through their platform (Wallet), a huge asset to use against future borrowing. I expect a lot of other “small” mining companies will come on board to use Humbl’s ecosystem as it grows.
Having 10 million more in the bank is going to an enormous help as well, as you have pointed out as a need numerous times.
From day one - Humbl has let us know that they won’t be afraid to buy companies that fit their needs and their big picture. This is the 4th acquisition this year, to follow a few last year. And to me - this is the best one yet when you look at the entirety of the deal.
$HMBL
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HUMBL will allow you to send, receive, exchange and borrow money at up to an estimated 50% savings vs. competitors.
HUMBL will be working with partners in Latin America, Caribbean, Africa and the Asia Pacific in countries that have been overlooked or underserved by traditional payments and financial service providers.
CLASS ACTION
LAWSUITS FILED
Quick review of claims
2. Throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business and operations. Specifically, Defendants made false and/or misleading statements and/or failed to disclose (1) that the HUMBL Pay App did not have even the basic functionality that it promised investors; and (2) that several of its hyped international business partnerships had a very low chance of contributing material revenues to the Company’s bottom line. As a result, the Company’s public statements were materially false and misleading at all relevant times. 3. Defendants also sold a series of highly speculative unregistered securities called BLOCK Exchange Traded Index (“ETXs”) products. These
https://www.humbllawsuit.com/_files/ugd/157867_cd077ccd1b51499996606718b32b36dc.pdf
NEW YORK, NY / ACCESSWIRE / May 20, 2022 /Bronstein, Gewirtz & Grossman, LLC notifies investors that a class action lawsuit has been filed against HUMBL, Inc. ("HUMBL" or the "Company") (OTCMKTS:HMBL)and certain of its officers
https://www.barrons.com/articles/shareholder-alert-bronstein-gewirtz-grossman-llc-notifies-humbl-inc-hmbl-investors-of-class-action-and-encourages-investors-to-contact-the-firm-01653059779
*
HUMBL is a Web 3 platform with product lines including:
The HUMBL Wallet™, HUMBL Search Engine™, HUMBL Social™
HUMBL Tickets™, HUMBL Marketplace™
and HUMBL Authentics™
For more information, visit - https://www.humbl.com
Company Update - Q2-Q4 2023 - May 18, 2023
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