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Bottom is in. Up we go
Bidding what I can down here. .20 is a joke
Hi Keith, what's going on with this play thanks
Like all of them, it’s a trade. How long that trade lasts will be up to Jake. I believe he knows how to keep interest going though. We’ll see. All this other stuff people are arguing about is pointless. It’s all reflected in price action at the end of the day.
The disclosures will have far more detail about the cashflow and balance sheet, including the real revenue number (ie - can't just say "minimal"), and the origin of the accounts receivable. Given the lawsuits that have been filed against nearly every streaming service on the planet, lawsuits that were dismissed, I expect we'll get a clear picture of why stock is being sold instead of collections of accounts receivable.
Jake has 98.9% of PMR. It's right on page 37 of the S-1/A. The Reg D offering did not specify share count, and (interestingly) they declined to disclose revenue/net value range.
NUVG will have to give value to the owners of PMR to acquire it. Take whatever the value is alleged and the PPS and do the math. That O/S won't hold it all, not even close, and even preferred shares would have to be convertible or it wouldn't be full value (the CEO already has voting control). If less than full value is given, that would mean PMR's value isn't what it's made out to be.
You cannot do "value" or PPS math until you know what the O/S is really going to be, NUVG's O/S owns nothing right now.
You gotta love a CEO who asks his shareholder's if they have any questions on Twitter. I wish more CEO's were as transparent as Jake Noch.
$NUVG Does anyone have any questions? https://t.co/T3pCUOIIGR
— Pro Music Rights (@ProMusicRights) July 22, 2022
I believe Pro Music Rights will receive a combination of common and preferred shares for their $414M in assets- as I explained in my post below. Afterwards, if my assumptions are reasonably correct, NUVG should be worth between $1.23 - $2.46. JMO
Read
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=169485216
As you indicated, the 8-K and Form 10 disclosures are due by end of day on July 26th.
These filings will include:
A. 2 years audited financial statements of PMR for 2020 & 2021;
(These numbers were already provided in the S-1/A filing. Here they are again:
12/31/20 - Accounts Receivable balance - $107M
12/31/21 - Accounts Receivable balance - $323M
B. 1Q & 2Q 2022 unaudited financial statements;
As per the CEO's tweet on 7/21/22, we know the assets as of 5/31/22 were $414.4M. We do not know the liabilities but I presume they are not material.)
C. Proforma combined financials for the two entities;
(This is not important since NUVG's expenses, assets and liabilities are immaterial.)
D. A detailed company description; and
E. Executive compensation disclosures;
(These items were already provided in the S-1 filing.)
F. A description of the "exchange shares" to be paid by Nuvus Gro Corp to Pro Music Rights, Inc.
The "exchange shares" which $NUVG will issue to Pro Music Rights, Inc will either be Common, Preferred, or both.
(I think it will be a combination of both.)
Here's NUVG's Current Stock Structure:
Common - 66,945,290 OS and 400M AS (as of 7/18/22)
Preferred - 3,246,666 OS and 100M AS (as per NVSOS)
In the S-1, the CEO, Jake Noch has ~56% OS of Pro Music Rights, and the executives of the company have an additional 4% OS. A total of 60% OS. and the remaining 40% is Treasury Stock of the PMR corporation.
Therefore, I believe the exchange shares will consist of two components: Common + Preferred
A. 60% of NUVG Common authorized shares will be split 56% to Jake, and 4% to executives. (Just as they did at PMR since Jake wants 56% OS so he can keep voting and majority control of NUVG.), and
Plus..
B. X number of NUVG Preferred authorized shares of NUVG to be issued to Jake. There are currently ~97M Preferred which could be issued. I could not find a conversion rate in the old filings. In my example, I presume its 1:1 conversion and he receives 97M Preferred.
So, in total Jake (and PMR Executives) are receiving 240M Common (400M AS * 60%) plus 97M Preferred's for a total of 337M fully diluted shares.
Based on $414M in assets as of May 31, 2022 divided by 337M fully diluted shares equals a book value of $1.23. At a 2x book value multiple, that's $2.46.
We closed at $0.30 so there's lots of upside to get to $1.23 - $2.46 based on the assumptions I made in determining the exchange shares.
Since Jake has indicated (in a tweet) his shares are equivalent to being restricted, the low float of 5.4M shares would remain the same.
JMO
The "6 or more month" reference pertains to the lock-up period of the $5.5M restricted Pro Music Rights shares from the private placement last month.
6 months? Until the deal is documented and closed, NUVG doesn't own PMR. And material events for SEC filers do require an 8K with detailed information when an acquisition is made within 4 days.
I love having a retired CPA on the Board!!!
QTRADERQ
Future event 6 or more months down the road. Live in the present and BANK with us.
JMO
It's hard to believe some are worried about future events. The technicals are screaming a rip your face off squeeze. LMAO
https://www.barchart.com/stocks/quotes/NUVG/technical-chart?plot=CANDLE&volume=total&data=DO&density=L&pricesOn=1&asPctChange=0&logscale=0&indicators=BBANDS(20,2);RSI(14,100);STOSL(14,3);ACCUM;CCI(20,100);SMA(50);ROC(10);MFI(14,100);PTP(50);SMACD(12,26,9);OBV;CHKMF(20)&sym=NUVG&grid=1&height=500&studyheight=100
JMO
Who cares!! We'll all be gone after $NUVG hits $3.00, $5.00 or $10.00. You're spreading fear on some event 3, 6 or 12 months down the road. Buy some shares and make bank. Pretty soon ALL LONGS will be green. And other fence-sitters will still be fiddling the fingers
JMO
Link? You don't sound too sure of yourself lol.
Based on audited financial statements at 12/31/21 book value is $4.83, and $6.20 at May 31, 2022. I'm looking for $3.00 in the next few weeks. A 10-bagga from current levels.
JMO
It's all collectible according to the CPA auditor who dropped the Going Concern paragraph and issued a clean audit opinion. Just because it's not been collected "ON YOUR TIMELINE" does not mean it's not collectible.
Meanwhile, Pro Music Rights raised $5.5M on 6/28/22 from accredited investors to hold the company over until they begin to collect on their Accounts Receivable balances. These shares are restricted for 6 - 12 months.
So, without the immediate need to issue stock.. that leaves us to HAVE A MASSIVE SHORT SQUEEZE. It's gonna be painful for anyone betting against Jake Noch.
Book value based on audited financial statements at 12/31/21 is $4.83, and $6.20 at May 31, 2022. I'm looking for $3.00 in the next few weeks. A 10-bagga from current levels.
JMO
Massive short squeeze coming. 5.4M float
BWAHAHA
https://media.giphy.com/media/LmCYGjPpr1SDS6FqZX/giphy.gif
Talking about the owners of PMR. Allegedly, worth $400+M, and they'll have to be given stock for its value since NUVG has no money.
The owners of $NUVG have already been compensated. They got .0118 on 37,900,000 shares and the millions of shares that still hold, probably 10-15 million shares, went from .01 to .30 already and will go much higher.
It’s a dream come true for them. They almost went out of business and now they will make 10’s of millions of dollars.
I think they did pretty well.
.
Looking great here!!
I give up… how many?
$NUVG
If PMR is worth $100's of millions, how many shares of stock will that be to the former owners?
Yep. A deal will be made and paperwork will be filed. What is your point?
The auditor CONFIRMED A/R of $323M was collectible when he took out the 'GOING CONCERN' paragraph from his 3/23/22 Audit Report for Y/E December 31, 2020 and 2021.
AUDIT REPORT dated 3/23/22 - No Going Concern Paragraph
https://www.sec.gov/Archives/edgar/data/1831925/000121390022019488/ea158372ex5-2_promusic.htm#a_001
Auditors must comply with Generally Accepted Accounting Principles (GAAP). Since the auditor did not book any 'Allowance for Doubtful Accounts' in either audit year. It is a logical conclusion that in the auditors professional judgement all of the $323M in Accounts Receivable was collectible in the future.
In addition, as part of the auditors audit testing of Accounts Receivable, he would have mailed A/R Confirmations to the company's who owed the $323M to Pro Music Rights. If any of these customers disputed their A/R balance, then the auditor would be required by GAAP Rules to reduce the $323M in Accounts receivable to a more conservative number (the GAAP Principle of Conservatism). This was NOT done the auditor. Therefore, it is a logical conclusion that all of $323M in Accounts Receivables is collectible.
Note: Auditors can be sued for malpractice and they DO NOT just casually drop the 'Going Concern' paragraph unless they have verified the accuracy and collectability of the $323M in Accounts Receivable.
But in Pro Music Rights audits, that's exactly what the auditor did. POOF! The Going Concern paragraph was taken out... end of story!
JMO
The CEO has acquired the shell, NUVG. NUVG has not yet acquired PMR. In order to do that as a material event, the complete details of the agreement of acquisition will now have to be published, as well as 2 full years of financials (ie - not the excerpts that were shown in the S-1/A). The owners of PMR will also have to be compensated for its fair value, and since NUVG has no money, it’ll all be stock with value. Considering what folks are saying PMR is worth, that’s going to be a boat load of stock. If it isn’t a boat load of stock, it will indicate what the value truly is to PMR’s owners. Pretty sure that has to be done within 4 days of the acquisition.
This is on Edgar to the SEC…
The company wants to go public.
They found a good share structure.
They have a metric sh$t ton of assets.
Those are the facts.
$NUVG
Can this be too good to be true for a penny stick?
Yeah, instead of collecting up on the 100's of M's of "accounts receivable," they sold stock... that was the point...
That snippet in your post was from 4/13/22. And on 6/28/22, they solved their cash flow issue. In case you missed it. They did a Rule 506(b) private placement to accredited investors and raised $5.5M. That stock is "restricted" (as per 506(b) rules, and cannot be registered for sale for at least 6 months up to 1 year (Google it!)
Couldn't care less about the "going concern" paragraph, nor do I believe that auditor dug into those accounts receivable and deemed them "collectable" from a legal standpoint. $100+M from 2020, not collected... wonder why that is?
I reiterate, $NUVG is self-reporting in their tweet $414M in Net Assets and no liabilities, which is in-line with Accounts Receivable balances of $323M five months before on 12/31/21.
Based on 67M OS, The book value is $6.20 without a multiple. Apply a 2x multiple and you get $12 BUCKS. Now, I hope everyone is beginning to understand just how undervalued $NUVG is, and why in ZARDIW post, it showed a FACTOR OF 8,735, when the RM was announced three days ago.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=169459248
JMO
The auditor determined the $323M in Accounts Receivable as of 12/31/21 was collectible. Afterwards, the auditor felt it was appropriate under Generally Accepted Accounting Principle rules to dropped their 'Going Concern' paragraph from their Audit Opinion.
FYI.. Auditors DO NOT just casually drop the 'Going Concern' paragraph unless they have verified the accuracy and collectability of the Accounts Receivable balance of $323M as of 12/31/21. But in Pro Music Rights audit for 2020 & 2021 that's exactly what the auditor did. POOF! Going Concern paragraph was taken out.
And this little snippet from the S-1/A seems pertinent, too. With all that "audited" accounts receivable, seems they're having a little cashflow problem, hardly any real revenue. How can that possibly be? (It's on page 42, btw)
I'll say it again since it's so important to understand. For the years ended 2018, 2019, 2020 and 2021 audits, the auditor DID NOT record any 'Allowance for Doubtful Accounts' on the Balance Sheet. That means a minimum of 323M in Accounts Receivables will be collected and recorded as revenue in the future. End of story.
You can "CLAIM" whatever you want about the $323M in Accounts Receivables as of 12/31/21, but you have not performed the audit yourself... a Certified Public Account has! They have included their Audit Opinion with the financial statements and can be sued by unintended third parties (that includes banks, you and me).
LASTLY, and this is HUGE.
The auditor DID NOT include a 'Going Concern' explanatory paragraph with their Audit Opinion F/Y/E 2020 and 2021 (but it was included in the 2018 & 2019 audit opinions).
WHAT DOES IT MEAN WHEN THE 'GOING CONCERN' PARAGRAPH IS TAKEN OUT BY THE AUDITOR?
The short answer is: To use a metaphor.. it's like winning the entire Mega Millions Lottery of $790M next week.
But seriously here's the longer answer: The Going Concern paragraph is viewed by layman as a 'Black Eye'. Nevertheless, it's inclusion is common place because we live in a litigious society and lawyers sue everyone involved if their client loses money in an investment.
For example, if anyone loses money in $NUVG because the Accounts Receivable balance is not collectible, then we can file a class action lawsuit against the auditor for negligence and malpractice. Why? Because we relied on the financial statements and disclosures to make an investment decision. So, auditors DO NOT just casually drop the 'Going Concern' paragraph unless they have verified the accuracy and collectability of the Accounts Receivable balance of $323M as of 12/31/21. But in Pro Music Rights audit for 2020 & 2021 that's exactly what the auditor did. POOF! Going Concern paragraph was taken out.
JMO
That was an S-1/A, now withdrawn, where PMR was doing an IPO to list themselves on the OTC while selling stock. The offering was 500M shares at a penny, and the holdings of the officers/directors with those additional shares matches up.
$NUVG
— Pro Music Rights (@ProMusicRights) July 24, 2022
Straying from the subject. I asked why this company wanted to "go public" and raise money with an alleged accounts receivable of over $400M, especially "going public" by handing over equity to people who never gave them a plug nickel. The current owners of PRM (mostly the CEO) own all of it, the owners of this stinky pink own none of it. Why on earth would anybody do that? If that $400M was true, verifiable, and collectable, it would be a cakewalk to get a loan against it.
Really? So, the "audited" Accounts Receivable number of $323,000,000 should be ignored in valuing $NUVG. I don't think so for the reasons I stated in this post.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=169481462
And that "intends to refile" was 9-10 months ago...
You left out the part where it says Jake Noch "intends to refile". Why? did that not suite your purpose.
Do your DD. The $5.5M came from accredited investors, not from an "institution or venture capitalist. It was a Rule 506(b) private placement. The shares are restricted for at least 6 months and up to a year.
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