Interups Inc (ITUP)

[palaypu0406]

We have 20% equity in each vertical for ITUP -- 16.2% straight + 4% (4% of 20% Cow Sponsorship Capital) ...
And we are limiting each vertical inventory capital requirement to less than $10 Million following Rule 504 Regulation D.
This means we are capping outside shareholders as we will not be needing large capital base.
$10 Million through Reg D is for small shareholders and if you see our revised PPM (which will be released monday) we are capping even the investment we are expecting from each shareholders though the regulation does not cap Reg D 504 investments.

Yes, to summarize, ITUP will additionally own equity in addition to what we are offering to each ITUP Shareholder...

2024 will be a very strong showdown from us....
Agri, Gold, Whiskey, Plane Seats and Food Carts... 5 out of 9 under the belt....
With US, India, UAE, Nigeria, UK and Switzerland...

[RealDutch]

Also interesting to see how the value of the vertical shares evolve over time.

0.01 = the offering price, like a year ago.
0.05 = what the company (and I) was trying to sell them for, because they needed the money
0.15 = what employees can convert their salaries due for, until recently.
0.22 = what the strategic investors were paying for them
0.50 = as of dec 5
1.00 = as of jan 16

And I have a strong feeling that the latter two.... are related to my previous post.

[RealDutch]

One more question I have.

You are selling assets. And this will pay for the dividends. Out of the vertical companies.
But... The assets belong to Interups.
Does this mean that ITUP is acquiring a stake in the vertical companies ?
It has to be...
But this is quite a change.
Now suddenly Masala Agri Corp is owned (10-20%) by ITUP. Whereas previously it was supposed to be owned by the strategic investors.

[pennypauly]

Where the money was coming from and going. Plus the time line none of this was spelled out to me before.

[RealDutch]

What is it that you now understand that you previously didn't?
You simply have to pay $0.01 for the vertical shares gained through CoW or ITUP.
If you don't, you won't get them.
I thought that was clear.

[palaypu0406]

IRA plus strategic RD, I am measuring Nigeria will turn into one of the largest economies over the coming few decades and for us, this is best timing!!

[palaypu0406]

Thank you !!

[pennypauly]

Your post finally answered all my questions I have had for months. Now it’s clear for me and most here. Thank you for the informative posts

[palaypu0406]

Thank you Snow, Very few understood the intention or the value of it...

[RealDutch]

What do you mean by $500M? Is this the total or just IRA + strategic (without public money)

[RealDutch]

RD It appears then that the wealth tax regulations differ between Norway and your country.

I have to correct myself. I was just reading up on it.

What I said about the discounted cash flow method being used by the Dutch Tax authority, only applies when shares are issued. To determine income tax.

For the wealth tax, as of dec 31, we have a different set of rules. If you own less than 5% then they assume the yield is 5.7% and it is taxed at 31%. Although those numbers change every year. 5.7% on nothing is still nothing. And that is the tricky part. Because this method can only be used if the shares have been available to not just me, but to the crowd at large. Which is true for us because there have been many offerings for $0.01.

[snow]

Dear Laxmi,

Thanks for clearing up my misunderstanding. The central point is that others have on an average only signed up for about 25% of what they were entitled to signing up for whereas I have signed up for and paid 100% of what I was entitled to sign up for. I now understand why you gave us the chance to increase our stakes a until a few days into December. At least this appears to have been a very wise decision on my part.

[snow]

RD It appears then that the wealth tax regulations differ between Norway and your country. I assume the reason for taxing shareholders in OTC companies in Norway not based on the market value of the stocks but on the net asset value behind each share is that companies that have started up quite recently may have very high market valuation even if it will take years before there is any significant revenue. These companies therefore cannot pay any cash dividends. A few shareholders may own a large part of the companies. Where is the money to come from if these shareholders were to pay a high wealth tax based on what may turn out to have been thin air (a high market valuation based on hope)?

[palaypu0406]

The previous remittance gave me $28,000 plus and the current reminder added an additional 13,542 Snow...In total $41,542....4,154,200 shares on a 16.2 Million offer. And yes this will be the most rewarding investment..... I do not offer these shares to gain any monetary strength but to generously grant participation -- and time will test it...

[palaypu0406]

The base is $0.01 Snow but you are not selling any shares to have payout...
What comes to you is dividend income/cash grant which is also treated as income payout.
The first quarter payout is a non-qualified dividend per US Tax Laws.The later dividends qualify as qualified.
However, as a non-us payout how it gets classified depends on the respective treaty agreement ...

[snow]

Dear Laxmi,
I am impressed and encouraged reading your post. What surprises me immensely is the following statement: "The non-subscribers will realize their pain of not having contributed into this ownership... I would like to write i may not have received even $12,000 to $15,000 in total from the $0.01 subscription..." I have myself paid about $ 7, 400. If I have not totally misunderstood I have myself paid for more than 50% of the $ 0.01 subscription!!! I go for high risk/high reward. In this case it appears that the reward will be very good indeen in relation to the money risked.

[RealDutch]

If we get no dividend before the end of the year the tax authorities will have no basis for an independent valuation and in practice I think what we paid for the shares will be accepted.

I understand what you are saying. It's less risky for us.

But that is not the case at all. The Dutch Tax Authority is pretty clear about this. They are interested in market value. What you can get for your shares. What they trade for. For ITUP this is $0.0004 which is good for us obviously. But for the vertical companies we can't get away with a $0.01 valuation. Even Laxmi stated that as of dec 5 the vertical shares are worth $0.50. But that is not correct either. The Dutch Tax Authority will want to do a discounted cash flow evaluation or something that is very similar. But they are very strict. The good news here is, the vertical companies probably didn't generate a lot of profit in 2023. The value is probably less than the $0.50 that Laxmi mentioned. Perhaps far less even.We just don't have a lot of sales yet IMO.

But I will be sure to ask them about the profits that were generated in 2023, later. I already did the same for Masala Capital because I received some shares here as well in 2022. And they sent me the financial results. For my records.

[snow]

RD "Geez, the company will have to tell us what the shares are worth as of dec 31. IMO. What we have to report. I don't see how else we are going to do this." If it does not it will be natural to state what we paid for the shares. If we get no dividend before the end of the year the tax authorities will have no basis for an independent valuation and in practice I think what we paid for the shares will be accepted. I have to retract what I suspect what I stated in my pervious post. In Norway now market value goes for shares that are listed on a normal stock exchange. For other stocks it is net assets per shares that is the criterion as far as I remember. Thus stocks in Norway that trade on what corresponds to the OTC may often have a valuation in relation to the wealth tax that is a fraction of the real value of the stock.

[RealDutch]

That is why I added a 2nd post. I know you have a wealth tax in Norway, as we do in The Netherlands. We will discuss that one with the company later. I don't know how other companies do it but we shouldn't be the only ones with this issue.

[snow]

RD I totally agree with the first part of your post. 22 is too late for spending some of the money before Christmas. I referred to the Norwegian wealth tax in the last part of my post. Then it is the value at the end of the calendar year that matters.

[palaypu0406]

Dear Karlacorn and all,
I would like to be very clear on this subject ---
Please note some of the shareholders here may gain a few hundred bucks in dividends and some in thousands ..But I will be the largest beneficiary of all with at least 44.44% dividends ploughing to my family group. And I would not delay any of cash payout as a substantial beneficiary of dividends. But there are multiple things that are in execution prior to this dividend payout and as an organizational leader I am working undisputedly into several actions that will solidly fortify out financial quantum to lead this business forward. There are four resources that confirm our funding -- Partial Disposal of one share we own (25.92 Million); withdrawal of transaction fee from an investment management holding ($26.67 Million) and $12.3 Million from a few strategic investors. Even not considering strategic investors money, we have 26.67 + 25.93 Million = $52.60 M which after taxes will leave us around 42 million. There is a matching commitment from FCG with 7 years 7% redemption commitment and an option to convert 40% of 50% of the redeemable value into shares if the company goes public. This all totals to around 84 - 85 million. Realization of the 12.3 million will leave us another 24 million money. The 42 Million additional money will need us to escrow 42 Million post tax money from the asset disposal and transaction money. I am supposed to see the credit tomorrow or Tuesday. IF the credit happens today, we are still fine to have dividends on the 22nd. If this does not happen today then the date goes post Christmas. If you read my previous mails, I have given 2 dates for dividends either on 12/22 or on or before 1/16/2022. With my 34 years plus experience in the financial industry no one date prevails. More than anyone, I myself am in need of this dividend distribution as I have been investing for almost 10 years now. But We cannot avoid these small changes. I am still hoping to see the money today.... And if it happens, we are still good for having distribution on the 22nd. If this does not happen today, then it will be before 1/16. But, having the money is confirmed and paying the dividend is confirmed. I will be able to advise our exact situation on Monday.

Lastly, on the comments that we have sought $0.01 .... I would like to explain, to have stocks issued, there should be some consideration charged to the investor and we have asked for this token (nominal) money so to offer ownership in each of the verticals for which the subscribers sent in their money. To have cash grant paid out, one should own these stock independent of what they own in ITUP as issuance of stock without consideration by itself will mean dividend distribution and we cannot do that to kill actual payout. We have closed this on the 5th. I can present books, we have hardly received any money on this. But it was a needed notice to all because those who are seeing value and merit have definitely put their small monies into owning these verticals. And trust me it is not a bad choice for them. The non-subscribers will realize their pain of not having contributed into this ownership... I would like to write i may not have received even $12,000 to $15,000 in total from the $0.01 subscription which means just a 1.2 to 1.5 million subscription taken of the 20 million shares around set aside for ITUP shareholders. As a company visionary, I wish lesser the shares subscribed because that builds a stronger NAV per share for the remaining.. But we have offered the shares generously though we limited the offer upto the 4th of December. I have put $0.5 per share post 12/5 and 1.00 per share post 1/15 but before 2/29 as non-subscribers do not deserve the same pricing and I am sure many will show their anxiety to subscribe after our cash payout. Placed the price at $1.00 as I am sure we will definitely make the payout before 1/16/24 even if we are delayed a bit on firming up our base.

Will update on this on Monday with clarity but either it will be 12/22/23 or on or before 1/16/2024. Non-payment situation is not there at all. We are certain to distribute. It is of course benefits everyone if dividends are paid out after Jan 1 as it does not fall into the category of qualified dividends and tax rate will be higher obviously. But this is not the measure we are adopting. If money gets into our account today we will still credit the money on 12/22. If not before 1/16 in all certainty.

I would like to hear that Guy VIka 1 donating his stock to any church or temple on christmas, and in turn I will pray for God to bless him with a lifetime change in his character from astute negativism to positivity after he hears the payout happening. May god bless him and we do not need to comment anything on these small minds...

[palaypu0406]

be in your sketpticsm -- I thought you have already donated your shares to a church or temple to whichever religion you belong to --Why worry about us and this small but be in your world of negativism.. Fraudulence is not from us -- You are conducting fraud here by trying to pour your venom. When you do not have any confidence why are you in this group at all my dear....Just get out ...dole those shares to some needy and live your life happily as I am sure god will dole you with equal punishment for causing this pain among us......

Sensless minds should not exist....but they do one in a million....

[palaypu0406]

I am for my small group as President is for the whole country

[palaypu0406]

I am not talking about our project in Nigeria -- we are very committed to deliver -- The whole push of moving Instant Noodles into Nigeria is to keep our lives at ease because we will be betting on a long term (Agri, AQUA & RAS) by localizing income generation.

This note is on Whiskey --
In carrying investments, we have to have balanced diversity optimizing risk of loss. Certain of investments like Whiskey has no loss of principal.
Plus the value is ensured. This said, as much whiskey we are sourcing as New Make, we are building an equal reserve of mature whiskey trading purpose.
It is not just new make that starts returning value after 2-4 years (in US tradability is permitted after 2 years but with age printed on the bottle) and in UK its 3 years.
And we are gearing up to trade mature whiskey twice a week inventory cycling.

Same with Rice -- We fund farmers for farming and we trade rice ...

Gold -- We advance refineries that guarantees gold nuggets supply and we trade pure gold ...

Plane Seats -- We buy / lease aircraft and we share Revenue per Mile with the operators (Airlines)...

In every segment that we are introducing -- I am ensuring we have longer term value generation complimented with immediate revenue generation...
With the introduction of Operating Verticals we are no more just investing companies with long gestation periods....
A mixed bag with value and income is a must for us...

[RealDutch]

Ahaha. I see I rattled some nerves today.

[palaypu0406]

Our commitment on Nigeria is $500 Million plus RD and once we enter there should not be any look back -- we will make it a very important torch-bearer and I am just ensuring this so we will not face any challenges in the execution of this ambitious project that will spread into the whole of Africa in the years to come...

[Vika1]

Ahaha. As I wrote earlier, nothing will be paid on December 22. If I had a large number of shares and had the right to pay dividends (the first for 3 years), I would not care about taxes. I would even pay 50% to the state to check how a person keeps his word! I forgot about my 300 shares and did not buy or transfer anything until December 4th and I am happy that I am no longer participating in fraudulent schemes! Lakshmi, am I 100% right? ))). On December 22, no one will receive a payment and you will not receive a payment in January 2024, and then you will send another payment for the rest of the verticals and wait another 10 years for your dividends!

[RealDutch]

Some of the shareholders who supported the company and as a result own a lot of shares have pointed out the tax benefits if the dividend is paid in January. We should take their views seriously.

Also, I think Laxmi needs 14 days in escrow in order to double any money raised (dollar-for-dollar) and I don't think there is enough time.

Also, I doubt that all the money that was wired arrived in time on the 4th of december.

These are my personal views. I think this is where we are headed. First week of January. I posted this to see how people feel about it if there is a delay. Another reason why I posted this is because a 1-week delay to december 29 really doesn't make any sense. 3 more days and you get the tax benefits.

[karlacorn3]

...even after the promises and affirmations made to those who were asked to hurry and wire money's to gurantee a December 22, 2023 dividend deposit?

[RealDutch]

Yeah, karlacorn, I'm pushing hard for 2024 now.

[karlacorn3]

@Laxmi. After the mad dash applied to your shareholders to wire money again, there surely is not another year where the guaranteed payout to them will not happen?

[RealDutch]

You also need to know the value of the vertical shares as of dec 31, for the wealth tax (if applicable).
For me it is relevant.
Again, the tax authorities will be interested in "market value".

The shares are not publicly listed, so that is problem nr. 1.
Then the tax authority will look for an independent reference transaction in the market place. I don't think we will have that either.
And then they will use the discounted cash flow approach, from what I read.
Geez, the company will have to tell us what the shares are worth as of dec 31. IMO. What we have to report. I don't see how else we are going to do this.

[RealDutch]

There are more people who pointed out the tax benefits. Initially I wanted to pay the dividends ahead of Christmas so people can use the money for some shopping. But Laxmi needed 3 weeks after closing month of november, so that is how we ended up with dec 22. Which is not ideal because you will receive the money after Christmas. So we might as well pay it first week of January.

As for the vertical shares, book closure date was september 15. The tax authorities are interested in "market value" of the shares when it concerns the income tax. And september 15 the vertical companies had no revenues or profits, so no income tax is due. If you paid $0.01 for the shares then that should be your cost basis (for Capital gains tax later on). IMO. All depending on the tax laws of your country of course.

[snow]

RD Personally I would prefer to have the dividend in the first week of January for tax reasons. Taxation of the dividend will be delayed by one year, which is financially more important than a delay of a few days. Moreover, for me it will be a bit strange to receive a quarterly dividend that is way higher than the value of the shares/tokens that the dividend is related to if the value is 1 one cent per share/token. If it is higher what is to be reported to the tax authorities?

[RealDutch]

Laxmi, if you have to delay the dividend payment, and I think we could be heading in that direction, it is best to delay it until January as there are substantial tax benefits in the new year. Just pick a date in the first week of January.

And then we can maintain that schedule. First week of every quarter.

If this causes trouble for some people, now is a good time to respond.

[RealDutch]

It has to be CEO IMO. Nothing wrong with it.

[snow]

RD It struck me that if he thinks that CEO does not have the right connotations for the role he wants to play and he needs something different the following might perhaps suffice: TEO - Top Executive Officer. Since it may not be in use with a definite role it might allow him to carve out his own role.

I have a hunch that Commander-in-chief may not have the connotations that he wants to communicate. The word commander has military overtones and suggestions of a desire to approach the role of a dictator. It reminds me of Donald Trump and the way he acts.

[RealDutch]

And Commander-in-chief = Joe Biden. Not Laxmi Prasad. You could have told him that

[snow]

RD You are arguing your case well regarding Nigeria. My reasoning concerning the whiskey is not valid since it has to be stored for several years.

[RealDutch]

This is New Make whiskey, Snow. It will be stored for three years. The profits from this per dollar invested is roughly the same as for the projects in Nigeria. If this had been Matured whiskey which we can sell retail and rotate then you would have a point.

We hit the jackpot in Nigeria. It's not just because of me. It's because they are importing all the stuff that we will be producing. Oil Palm, Coconut, Fish, Rice, all of it is imported massively, at a cost. It's a gap we will fill. And we will go beyond and export as well, as the country should be doing already. Also, because I know that Alex can do this. And we have a great team on Aquaculture as well.

Not sure if I posted this here. But you should read it. Nigeria from a Dutch perspective. It's a couple of years old but still very relevant.
We are doing exactly what the Dutch government wants to do in Nigeria. Exactly.
https://ndba.weebly.com/dutch-nigeria-relations.html

RAS Aquaculture will sell like hot cakes. Palm is very profitable. Once we get these 2 projects going we can sell anything to the public. Rice, Sugarcane and Coconut. 200,000 hectares of each for the next 5 years. Bring it on. Whiskey will be insignificant compared to what we are doing

[snow]

RD You should take into consideration that a dollar in a few months is worth a good deal more than a dollar in several years. My impression is that investing in for instance whiskey gives a much faster payback than investing in palm trees. Therefore it may not be fair to put these two sorts of investments on the same level. Moreover, I think there are additional risks involved in investing in for instance Nigeria and I suspect that goes for several other African countries too. I have seen this in Tingo Group in Nigeria that appears to be mostly a scam. I understand that you "fight" for your projects though.

[RealDutch]

A lot of effort (from Likhitha) went into that one. What is still a small scale enterpise at 10,000 x 200 liters x $10 = $20M.

I would be happy if you guys would put half as much energy into my RAS and Palm projects which are 30x bigger than your new make Kentucky Bourbon.

[palaypu0406]

Happy to share, we have inked for 10,000 barres of new make [Kentucky Bourbon] today...
We just signed ...
----------------------------
Likhitha Palaypu
Attachments
9:45?PM (14 minutes ago)
to Nathan, me, Solly, jeremy

Please find attached the signed agreements. Congratulations to all! Very excited to get the ball rolling with this!!

Kind regards always,
Likhitha

[palaypu0406]

Dear Snow,
You can send the two Forms to the same [e-mail] as RD has advised.
The support staff will upload them separately into the two companies for record keeping purpose.

[RealDutch]

Send them 1 email with 2 copies electronically.
One for My Gold Grams and one for Masala Agri Corp.

I already told Laxmi that mail is very slow in december especially overseas (from abroad) and may not arrive in time.
I also sent them 2 copies today, just to be sure.
For me this matter is closed.
Let them figure it out.

[snow]

Dear Laxmi,

Regarding the W-8BEN I think a little clarification is needed. Is it just sufficient to send two individual e-mails with the W-8BEN as an attachment. I sent one yesterday. The e-mails are sent to the same address - [e-mail]. - it would seem that the person who receives it at that e-mail address could forward it to two entities that process the dividends.

[palaypu0406]

)

[palaypu0406]

Dear All,
One other important thing -- Though duplicated, NON-US Shareholder should submit 2 W-8BEN Forms, one for Masala Agri and one for My Gold Grams Inc., Spoke to the Attorney and as dividends get processed out of two companies we have to essentially follow the requirement for each of the companies.

LP

[RealDutch]

Ok. You should be safe as long as you stay in the US

[palaypu0406]

For now, I will go with the Title and I always change for better ones anyways...