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BLGW Filed 15-12G on June 7, 2013.http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9343565
YUP. thnx. :( that's been a week or more.
Well at least it's temporary lol, I guess thats one way to look at it positively ughhh.
BLGW SEC Suspension:
http://www.sec.gov/litigation/suspensions/2013/34-69617.pdf
Order:
http://www.sec.gov/litigation/suspensions/2013/34-69617-o.pdf
Admin Proceeding:
http://www.sec.gov/litigation/admin/2013/34-69618.pdf
Pink no information 20k 3mo. avg vol
Contact Info
800 West El Camino Real
Suite 180
Mountain View, CA 94040
Phone: 650-962-0888
Update Company Info
Business Description
Bloggerwave helps its corporate clients harness the power of the Internet by leveraging the power and credibility of blogs to promote products and services.
Savvy consumers are increasingly distrustful of traditional modes of advertising, and are turning in ever-growing numbers to the Internet to seek unbiased opinions for product and service reviews. In this marketing environment where consumers increasingly turn to each other for advice and recommendations for new products, tapping...
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Financial Reporting/Disclosure
Reporting Status SEC Filer
Audited Financials Not Available
Latest Report Not Available
Regulatory Agency Not Available
CIK 0001446727
Fiscal Year End 12/31
OTC Market Tier OTC Pink No Information
Profile Data
SIC - Industry Classification 7389 - Business services, misc
Incorporated In: NV, USA
Year of Inc. 2006
Employees Not Available
Company Officers
Jacob W. Lemmeke Secretary
Joseph J. Passalaqua President
Company Directors
Jacob W. Lemmeke
Joseph J. Passalaqua
Company Notes
Formerly=Elevated Concepts, Inc. until 1-2010
Service Providers
Auditor/Accountant
Not Available
Legal Counsel
Carrillo Huettel LLP
3033 5th Avenue, Suite 400
San Diego, CA, 92101
United States
Investor Relations Firm
Not Available
BLGW Security Details
Share Structure
Market Value1 $18,988 a/o Sep 21, 2012
Shares Outstanding 13,562,500 a/o Jan 21, 2011
Float Not Available
Authorized Shares Not Available
Par Value 0.001
Shareholders
Shareholders of Record 15 a/o Apr 01, 2010
Security Notes
Capital Change=shs increased by 7 for 1 split, payable upon surrender.. Pay date=01/20/2010.
Short Selling Data
Short Interest 0 (-100%)
May 31, 2012
Significant Failures to Deliver No
Transfer Agent(s)
Island Stock Transfer
Well, punishments and laws exist but the problem is that the SEC is so busy running down the bigger scams, they don't bother with these unless they get thousands of complaints against a company. It's probably the #1 crime you're most likely to get away with. Because technically it's operating within legal paramaters. You need to do a lot of work to prove it was a scam vs. a failed company. Since they were offering a service it makes it that much harder.
But take a company like ELCR for example which never produced an electric vehicle to my knowledge. Even they would be hard pressed to get in trouble because they can probably prove they were trying to do it and just failed.
Yeah their should be severe punishment for those scams, it's no different than robbing a bank in my opinion
It was a pump and dump scam. The only thing they invested in was a PR campaign.
I really thought this company had potential, haven't heard from them in months and it seems like their website is none existent, not looking good
Yup, I know very thin, just doing some quick DD, did not dig up anything but appears they did go thru a mgmt change last year. Active on NV SOS w/ 200M A/S
BLGW- Sorry bud I have no info.Just playing volume and chart.Not much left on ask though.This moves fairly easy.
Appears you may have got some shares. Are you aware of any developments here?
BLGW- if you want out I will happily buy at .004 thnx ! MM broke me up and I'm on bid .
howdy folks...whats the OS on this bad boy? i sure as sure as the sun shines this thang aint got 120 mil. right???
I have to say it's a scam, it went to PINKs without an explanation or anything from the company, I'm not out because my shares aren't worth enough to even cash out, but I'm certainly done wasting my time following bloggerwave, hope nobody else wasted over 5 grand here.
I bought at $1 so imagine how I feel. But hoping something good will happen to get it there again. Just have to wait it out I guess.
I almost bought at 20 cents, waited a little longer and bought at 3 cents thinking it was a steal, now it's at half a cent and not looking good. The company hasn't given us any updates or anything, sure seems like scam unless they prove me otherwise very soon. Gotta have respect for your shareholders BLGW, they are the only ones that are allowing you to even exist
I don't know, but sure would love to see that pps going up. $1 is a l o n g way for me to break even again. Maybe they have received some sound business advice and this is about to turn around. Even a buyout might not be a bad deal for us.
Have a nice 3 day weekend.
Looks like they've dropped the E... but, I don't see that any filings have been posted ? Wonder what the unmet "requirement" was that had a clock running on it ?
I see a lot of obvious opportunity that they either don't see or don't appear to want to address.
They're not the only players in the space, but the space is large enough that with the right approach, a couple of tweaks, they should be making money even without doing a whole lot more than they are now...
If they're not planning on doing anything with it, it wouldn't be the first real "opportunity" I saw being grossly mismanaged mostly because of conflicts between "value" and "the business" being engaged between investors and service providers and the management...
Of course, if management were making it happen... if they were making money now, and showing they had a plan to make a go of it... there wouldn't be the issues with being held hostage by the market operators...
Thanks for repling downsideup, Guess this is just a wait an see situation.
Hope they get some good councel and business management help for the future.
Seems the market doesn't like them adding the E to the symbol.
FWIW, I've not had any luck in getting anyone at the company to respond to any of my calls over the last few months.
Seems that management doesn't want to talk to investors or potential investors... which is pretty odd.
I did get a hold of their attorney when I called to ask questions about the latest filing... but, that wasn't overly useful.
At this point, looks like they're trying to stick a fork in it.
Thirty days and it will go pink...
WOW!!!! Thanks for all the info. I think they need to hire you.
I like this stock and will continue to hold adding as I go. Believing wisdom is gained along their paths and will make for a stronger company in the future. Again Thanks for your input.
Depends on how you look at it... which probably depends a lot on when you found them, what you paid for a share, and how your management of your interest, and prior expectations, compare to the present reality, now...
Clearly there have been a couple of pretty significant "disconnects" that have occurred between the expectations held at the initial launch, and where they are now...
Clearly, there are significant problems that exist in the quality of work, the quality of effort, and the apparent focus of the "staff" that have been providing support on the organizational and financial side of things... the lawyers, accountants, and other service providers. Thus far... the quality of work done on the accounting and financing side in particular... is obviously worse than "questionable".
They have shown a good to remarkable ability to undo prior mistakes in a way that leaves them able to proceed... although "able" they've not yet shown that they have figured out HOW to proceed from "making a mistake" to a "finding a solution" in the next step...
BLGW has an early history showing they'd formed associations with some people who've not done very much to enable their success... or to enable them in having much credibility. It appears they've been working, more recently, on trying to escape the influence of some of those early associations... and clearly they have had only limited success, thus far, in eliminating the sources of problems while replacing them with sources of solutions.
Ultimately, of course, it is managements responsibility to not allow any of the "professionals" to lead them around by the nose... rather than managements job to provide the professionals they employ with focus and direction, giving them marching orders and then holding their noses to the grindstone... to ensure they meet their obligations while following management direction... at least as long as management is capable and provides PROPER direction.
The last filing they posted seems it announced that they have agreed with their prior financiers to have everyone just sort of back out of their prior announced financing deal... no harm, no foul... and no shares changing hands, etc.
That solution probably does minimize everyone's liabilities... but, where it leaves BLGW now is obviously an open question.
The result is obviously "bad", in terms of that meaning they're not exactly flush at the moment... maybe adrift... but, at the same time, it is potentially good as it means that prior and less than useful deal they'd made is now gone, and it isn't going to be the focal point, looking forward.
The "benefits" that deal offered... IMO, were clearly not worth the effort made in taking them up.
That it appears they eliminated the various obligations that deal intended without doing any real harm is clearly a good.
It does leave them needing to reconstitute prior relationships with some new financiers... and, hopefully, replace those that were lost with new ones that are vastly better able to HELP them, and work WITH them to enable future successes.
We'll have to wait and see what, if anything, that means about what it is that the BLGW management intends to do next... while seeing if they learn whatever it is they should have from having made that prior effort... while positioning to not repeat those mistakes that are apparent in the prior relationships.
The prior deal seemed it was mostly designed to have enabled them with some bit of $$$, without ever providing them with much else useful in the way of any meaningful support or any value being added by the deal beyond the $, when there clearly is a need for more than $$$ at BLGW.
Management apparently liked the promise of "no strings attached" $$$ that wouldn't posture to "interfere" with their management of the business... as long as they kept the filings current, etc.
I'd rather see $ that cares... and $ that both requires and is willing and able to enable them in generating success in the business... while requiring that.
Of course, that promise of "non-interference" with management was an obvious set up... even if it appears a relatively "soft" method of providing "death spiral" financing with the death spiral induced in the terms and compliance rather than in the $. It appears to me that it still had the financiers providing promises of $ while betting against the company's ability to meet the terms of the deal being made... with the financiers still expecting to benefit MORE from their inevitable failure, while also giving them plenty of ability to ensure that failure would occur.
I'd rather see them get $ from some other source... that would pair the provision of $ with some bit of more useful effort in providing benefits in help, support, and oversight, rather than the purported "benefit" to management of "non-interference" in their conduct of the business... with financiers expecting that means a certainty of failure in meeting the terms of their agreement.
Better to see "friendly" $ that will be provided along with some guidance from an more experienced management cadre who will be providing some "adult leadership" re oversight in developing the business... which it appears they will require to succeed, along with the $, in order to make a go of their business.
I'd always rather see the management and the financiers working together to enable success... with their interests well aligned and each depending on enabling success to extract any benefit... rather than see them posturing their interests in opposition to the other, and shareholders, while betting against each other... which is what that deal they had basically WAS.
The prior deal postured "performance" requirements in terms of sustaining their currency in the filings, etc., apparently, IMO, with that imposition only being made at a time when it was already fully apparent to the financiers, or should have been, that that couldn't and wouldn't happen... leaving the financiers in position to make them (and shareholders) pay very dearly for any failure... while knowing, already, that inevitable failure was already in train ? Yikes.
Now, that bit of threat that deal had postured, at least, seems it has been removed...
It is generally a good thing to want to keep up with the filings, of course, but, it is also important to keep a proper focus on enabling success and advancing the BUSINESS so that the effort in keeping current with filings being posted might actually matter in terms of what it is that is being reported ???
The prior deal appeared to me to be one that was primarily designed and intended more to "use" them, and put them on the hook... while disclaiming the financiers had any real stake in or responsibility for enabling success in the business... rather than being the sort of deal that was designed to have the relationship actually "help" them in enabling the business to succeed...
Fiduciaries... should act like fiduciaries...
The prior deal seems it had the financiers posturing a set of requirements re "keeping current" in filings... while what they were doing was actually betting against the company's ability to actually meet the requirements. That had them in position to be able to "enable a benefit for themselves" by working against the companys interest, while advertising to management that their "not helping" was actually providing them with a benefit.
Given what it seems the financiers effort in basic due diligence must have shown about the situation before the deals were done... I don't see how the deal that was announced in the filings could have been legitimately made, on the side of the financiers. I don't think their "legal disclaimers" re who pays for any legal challenges to the deal would have come close to holding up against a simple test... etc.
So, I'm glad to see that being disposed of as it seems it is.
I've done enough of the work in DD re BLGW to validate that there is a legitimate enough opportunity that exists. But, that is always only one element in DD... validating that thee is a potential ability to generate future value. Others... clearly matter, too.
I am impressed that management here do appear able to avoid having the mistakes that have been made, to date, do harm...
I'd be more impressed if they were able to avoid mistakes and correct them... rather than simply back out of them...
I can't say that I've been overly impressed, thus far, with that element in management's decision making re exploiting a strategic focus, or the elements in organization, finance and accounting. Not impressed with what I can see of the nature of the management effort, thus far, in terms of operating the business... or with the nature of the "support" that has been provided them by those who've been working "with" them on the organization and finance side.
I'd like to see them expand their ability... by accepting they need some guidance... from a board of directors that includes some people with prior success in some related business... who are independent of management. I'd rather see finance that includes that as a requirement, and that steps up to act as a fiduciary should... than finance that postures "not helping" as a benefit.
I don't expect that a new business with an inexperienced management will avoid every mistake... but, I do expect that they should demonstrate a learning curve that isn't flat... and will eventually figure out that what they actually need to enable their own success... is HELP from others with experience who are willing to work with them to enable common success... and not promises of free $ from others who are offering them something for what looks like nothing... when that isn't what they are offering at all.
My opinion is that with a proper effort applied in management, and with a significantly more entrepreneurial focus in the pairing of that effort with solid efforts in management and finance, they could pretty quickly be in position to actually be making money...
The self-contained skill set in sales and in net focused software development are useful... they are assets... but they are in fact non-essential in terms of organizing and enabling the business to succeed. With a proper focus on developing a viable and extensible set of business strategies, and on having marketing efforts that are better aligned with opportunities for closing sales... with a proper bit of work done in organizing and financing that aligns the capabilities required in a way that has them synch to enable common success... then, the software engineering, marketing and sales tasks are ones you can hire people to perform.
Thus far, BLGW's management have been having their heads handed to them by the various operators in the market... who really don't care much if they ever make a business work or not.
The management have demonstrated a learning curve...
Now, I think we'll see whether or not that learning curve is actually steep enough to matter...
Is this ever going to move. Came in at $1 in hole big time. Whats going on here? I had expected this to be big.
Is there any expected GOOD NEWS or did I just throw my money away?
TIA alittle disappointed here.
danG i worked 12 hrs today, and was busy on some other stocks otherwise, the dip today looked YUMMY
I like where this is going
We will get you a contact on monday..
Notification that Annual Report will be submitted late (NT 10-K) filed..
Nice move today...
still try to get a number for transfer agent. you got one.island transfer gave me wallstreet 604 465 7475 but its no good,havn't had time to look up wallstreet transfer
this just lit up on my scanner today...up 24%...looks very much under the radar daily volume is 451K shares yet it's up 24% on only 53K shares traded...pinksheets says the OS is only 13.5 mil which tells me is held very tightly
I see they've done a lot of filings but the last real PRs were back in October of '10
it's taken a huge drop from the .02 range since February....
time to bounce back up?
any thoughts?
anyone have the transfer agent #?
island no longer handling blgw,said wallstreet is but the number they gave me no longer valid. hmmmm...
green day today,looking for bottom?probably worth a starter down here.
Almost funny that we see the SEC rolling in on this issue only this long after the fact:
Here's what I posted way back on Jan 28:
Took a quick look at the accounting, not yet with a purpose focused on parsing things in the numbers, but with one on parsing possible issues with their number crunchers. There clearly have to be issues there, given what you see in the revisions they're having to make, so, need to look at that and see what's there now.
They list TWO accounting firms... one of which clear is a problem, and one of which seems it is not.
I took the info from the 8K
http://www.sec.gov/Archives/edgar/data/1446727/000107878210002416/blogger8k102710.htm
That says: "June 30, 2010...
"Our chief executive officer and chief financial officer, under authority granted to them by the Board of Directors, discussed all of the foregoing and reviewed it with Davis Accounting Group P.C. and M&K CPAS, PLLC, our independent registered public accounting firms for the periods mentioned above."
A search for the Davis firm brings up this PCOAB missive:
http://pcaobus.org/Inspections/Reports/Documents/2009_Davis_Expanded.pdf
I didn't work at it too hard, but the website I found for these guys was an obvious dead end... as in, just not there any more ?
A search for M&K CPAS, PLLC gives you this from the PCOAB:
http://pcaobus.org/Inspections/Reports/Documents/2009_M_K_CPAS.pdf
"This review did not identify any audit performance issues that, in the inspection team's view, resulted in the Firm failing to obtain sufficient competent evidential matter to support its opinion on the issuer's financial statements."
I called their audit group at (832)242-9950 and they confirmed for me that BLGW are in fact currently their clients.
There are two patterns apparent in the filings... One clearly shows they appear to be having some fairly significant "issues" with transitioning from what they started with and what they did with it in Europe, to what they have a need to do here. The other is that they do seem to be making a proper corrective effort to get that transition done, and don't seem to be dragging their heels in the effort. Since filing the NT10-Q in November, and announcing non-reliance on prior filings, they've put out 7 amended filings, all within the month.
The filings include a history showing they've fired a couple of "advisors" and retracted and/or canceled their compensation... they also appear to have gotten shed a non-performing accountant.
They've made some changes to the board, also, apparently seeking to make adjustments to better meet their needs... but didn't do that properly, either, in terms of notifying the shareholders before doing it...
Looks like a pretty steep learning curve... but, it doesn't look like they're inflexible, doesn't look like they've been screwing up on purpose, and it doesn't look like problems aren't getting fixed promptly...
Instead, there appears to be a bit of a "ready, fire, aim" issue... and a fairly aggressive bit of follow up happening, to try to deal with fallout resulting from mistakes.
They clearly have needed some help from and could clearly use a steadying influence from some more seasoned advisors, who aren't out of their depth in a public company...
They appear to be making the necessary adjustments...
They obviously need to manage better, get things settled down soon, and get a proper decision making process in place, that will have them making better decisions the first time...
If they can re-allocate most of the energy we see here that is being applied to fixing problems that didn't need to be problems... and instead of using all that energy to address the correction of problems, they apply it to things that matter more in the competition in the space they occupy... ?
I think the business model is interesting enough... and it is a very good thing they have the history of successes they've had in Europe as background...
I think the management is obviously raw, but they seem talented enough, if also obviously inexperienced...
I don't see any obvious evidence that they are ethically challenged... which would be an obvious show stopper for me...
I think this is one that is worth a look. If they ARE able to get through this bit of external noise and be stronger for it once they get things settled down, and then can make some noise of their own in the market, this could prove to be quite a find.
So, I'll be taking some time to do a serious job of doing the DD on this one...
OTC Market Report
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7791072
VERT is off the offer now. They were the seller who moved it down.
looks like my last order at .006 blew out the seller. Now what?
buying opp; nabbed 200k at .006
Too early, even, to say...
Not too early to say what the impact of anyone suing them would be, given that is pretty well defined in the situation. So, that there isn't really a benefit available from doing it, pretty well defines that it isn't likely it is going to happen.
Obviously, its not a good thing to have the problems they have had... the question that leaves is, as before with the similar accounting issue in the share count, what the real impact of the problems has been, and what the impact of having the problems be revealed, addressed, and corrected will be.
Until we see the end results, it will be hard to know which aspects of that in the situation, and in the effort, to value more...
They've already changed internal accountants, and now, they're obviously going to change the auditor to one that is solidly on the right side of the issues with the PCOAB, etc. Each of those changes made, or being required, is obviously "good" after the fact... so, the questions you're left with a need to address are ones about why those problems existed in the first place, what the impact of the problems has been, what it is now, and what that means about the "foundation" in the near term, and about the future, as they work to move past this.
They've not shown any tendency on the part of the management to avoid problems or shy away from "doing the right thing" in solving them. I think that makes the questions about how and why they have the problems being revealed... more interesting. They're not atypical problems for the shallow end of the market, and... atypically, in my experience... they've established the right vectors in dealing with them. Are they legacy issues of problems in the shell they started with ? Or, still current relationships in the sources of the problems ? Are there any surviving relationships between that history and the current history ?
I think the key elements in parsing the meaning and nature of the risk... are forward elements that have a lot more to do with the impact on and relationship with (and, to) the financing than with other aspects.
A first look shows me that there may be some timelines that are an issue... as the charts show the timelines in relation to share price reaction to the news... well prior to the publication of the news.
The financing agreements contain language that controls the need to inform the financiers in a timely manner. We see the date on which filings were provided.
One obvious impact of the event will be a solid test of and proof of the nature of the financiers intent...
I don't accept that their choosing not to seek representation on the board, or provide direction to management, is in any way a valid dodge of the fiduciary responsibilities that apply in the case a large percentage holder with significant access to inside information.
So, the most interesting questions raised, to me, are not going to be those tied to the "specifics" in the accounting history or in the changes made to address corrections, rather than those tied to "what we see in management's response" and "what we see in the financier's response" to having the issues arise.
First, timing...
A Feb 22 notice date, and the trading patterns after...
http://www.sec.gov/Archives/edgar/data/1446727/000114420411007680/v209009_ex10-1.htm
Section 6.6. Notice of Certain Events Affecting Registration;
On Feb 25 we see some pretty large sales... before the news was out ? The SEC filing was not made until Mar 11, but when did they notify "investor" under the terms of the financing agreement ? Differences between when investors are informed seems it is a potential problem.
Also, Section 4.30 Sarbanes-Oxley; Internal Accounting Controls
"The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms."
Did the disclosure controls and procedures work properly and work get done within the time periods specified ? And, did they also meet their requirements under the financing agreements ? And, what it the significance of the differnecs between the two, in relation to what we see happening in the market, in trading patterns, with a quick look at a chart ?
Then, a second issue is that it appears the problems noted may technically violate the terms of their financing agreements:
Section 4.5. SEC Documents; Financial Statements As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Section 4.6. No Misstatement or Omission. Each part of the Registration Statement, when such part became or becomes effective, and the Prospectus, on the date of filing thereof with the SEC and at each Advance Notice Date and Closing Date, conformed or will conform in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, on the date of filing thereof with the SEC and at each Advance Notice Date and Share Issuance Date, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance on information furnished in writing to the Company by the Investor expressly stating that such information is intended for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto.
It appears that is a "potential" problem, but, it isn't really that straightforward, as it will be conditioned by three factors. One being whether or not the nature of company awareness of the problems and their response to the problems are ones that demonstrate good faith effort. Another being how the company response to the issues are handled by the company and the SEC in their interaction. If they solve the problems... that should be good enough for everyone else, too. And, the third is a function of "what did the financiers know, and when did they know it." If their DD showed the problems existed so that they knew of them ahead of time... that awareness will modify the meaning of their entering any agreement... and if they didn't have DD that revealed the problems... that would modify reasonable expectation of awareness. We can't know what the financiers knew unless they tell us and provide proofs, so, we'll have to observe and judge their behavior to have a basis for forming any opinion about their relationship to the issue, and the impact on the company that might result.
As long as the company "fixes" it properly... and as long as the financiers are honest in their representations about the nature of their interest, and in meeting their fiducairy responsibilities, while not engaging in insider trading, etc., all of those risks should be obviated fairly quickly.
Then, whether it is a problem or not will likely hinge on the outcome of the result in hiring a new auditor. If the new auditor finds problems the prior auditor missed... and if that could possibly show that they knowingly violated the agreements in terms of it having them not "make the statements therein, in the light of the circumstances under which they were made, not misleading" ?
Their finances aren't likely that complex... so, it shouldn't take all that much time. If the new auditor finds no issues, it is probably not a big deal, other than in terms of the cost and time taken in fixing it, the annoyance of having it be necessary, and in terms of the impact of having a SECOND blackeye imposed by problems in the accounting function.
As the agreement covers "internal controls" and not audit quality or opinion outside of that inherent in regulatory requirements... if they
fix the issue with the SEC without a qualified auditor showing there were "internal" failures... they're probably fine.
The prior errors in the share count were clearly "internal" accounting errors that were made apparent during the process of the DD effort undertaken by the financiers... and we see the result... so, were there to be another set of accounting failures found upon re-audit, that would appear to put them in breach of the requirement to maintain proper control over their internal accounting, only in the same degree as in which that problem was already known.
Otherwise, while clearly NOT a good thing that they'd hired (?)accountants who weren't qualified... the impact will be determined by the outcome... so, have to see what happens when they hire an auditor in good standing with the PCOAB, and get a clean bill of health on the accounting and corrections to the filings already submitted... or not.
Clearly will also need to see how the "investor" deals with the issues...
Need to consider the timeliness of making the information public, relative to the timeliness of providing information to the "investor" under the terms of their agreement... Were WE as timely informed as possible, or within the limits of the rules ?
It is a second hit taken by an inexperienced management, in the same area...
Third, there is still the commitment requirement and potential interactions that might occur there:
"The Company shall send an Advance Notice to Investor at least once every month equaling the Maximum Advance Amount."
"the Company acknowledges and agrees that upon receipt of an Advance Notice, the Investor may sell shares that it is unconditionally obligated to purchase under such Advance Notice prior to taking possession of such shares."
So, as far as market impact, the timing issues will matter... immediately, perhaps, in terms of the number of shares in the market that are a product of the first "advance notice" and those that are coming from other sources. How many shares ? Looks like they've a lot of shares sold already... I still have to do the math to figure out how many at what price, etc., are probable, to determine remaining risk. Then, timing issues in providing subsequent "advance notices" will be a question, not just for market timing and share price, but also in terms of timing re their ability to remain in compliance with the agreements, while looking at their potential to find alternative financing that enables them to opt out of the current deal.
Looks to me like the market had already largely discounted the risks tied to this issue... and that the market reaction to awareness of it largely preceded the news being made public... with the shares reaching "chart support" at the point where the news was released.
I find that interesting... and it suggests other questions that might be asked...
Beyond the obvious in market impact and what you see on a chart... for me, the primary issues are still more ones of what sort of plans the management has for enabling progress and moving the business forward.
There will be an impact in terms of this being a "distraction".
Given recent proofs in performance, I still care far more about the "plans" for the addressing future markets than I care to worry about management not addressing these sorts of problems properly.
There ARE things apparent that will require some additional effort in DD... need to dig deeper to find out more about the origins of the problems we see being revealed...
Need to parse the nature of the risks inherent in each of management's interest and intent, and the financiers interest and intent...
I'll want to see "what the plans are" in relation to "what the financing is"...
Need to see that they're on a fast track to growing revenues and enabling enough cash flow that they can avoid digging holes in financing. They've clearly enough got that potential to grow, and there is reason to watch, closely, given what you see in "a tight rein" on spending... but, still need to see evidence they DO have plans that show they recognize and can properly address that potential in the opportunity...
Well...that's not good...anyone that had the where with all could sue...but that would go nowhere...
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