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Also, it is financial fraud to put a $21M Note Receivable asset on your financials, when there was no such contract signed. And no, Letters of Intent are not Assets.
The $21M was also booked as a $21M Convertible Note Payable liability. What were the terms of the Note ? The interest rate ? The maturation rate ? Does it converts into shares at a fixed rate, or at a floorless discount ? What are the penalties ?
None of those details appear in the Financials. Standard practice is to happen the entire Note contract to your financials. How else could the shareholders figure out if the conditions of that loan are good or bad for the long-term value of the stock ?
No company officer bothered to sign those financials, but in the Disclosure Statement, the company officers were listed as
Jeffrey A. Foley, Chairman
Philip Foley, Director
There are severe penalties for filing bogus financial statements.
So, as Purchase Orders are binding agreements, you mean that if VTNL fails to supply the $1.5M of dog food that its customers ordered, those customers can sue VTNL for non-delivery ?
Or, that VTNL will sue them for not ordering as much as the initial Purchase Orders ?
Don't forget the wages of the new accountant that PM hired.
You know, the accountant that isn't tallying the financials.
I wonder why PM is not filing the financials; could it be he failed to sell $400K of CBD oil during Q1, as he gave his assurances to the marks ?
Purchase order
From Wikipedia, the free encyclopedia
A purchase order (PO) is a commercial document and first official offer issued by a buyer to a seller, indicating types, quantities, and agreed prices for products or services. It is used to control the purchasing of products and services from external suppliers. Purchase orders can be an essential part of ERP system orders.
The issue of a purchase order does not itself form a contract. If no prior contract exists, then it is the acceptance of the order by the seller that forms a contract between the buyer and seller.
Legal
Although a typical purchase order may not contain contract language (in fact most contain little more than a list of the goods or services the buyer desires to purchase, along with price, payment terms, and shipping instructions), the purchase order is a specially regarded instrument regulated by the Uniform Commercial Code or other similar law which establishes a purchase order as a contract by its nature. Yet despite the nature of the purchase order as a contract, it is common to accompany the acceptance of a purchase order with a legal document such as the terms & conditions of sale, which establish specific or additional legal conditions of the contract.
https://en.wikipedia.org/wiki/Purchase_order
Purchase Orders are not binding contracts.
But banks didn't lend money to VTNL.
Lenders of last resort did lend money to VTNL at truly rotten conditions.
And all those loans will be repaid by issuing dilutive shares, which have two separate negative effect on the stock price.
The first effect, there's a constant sell pressure on the stock, with new shares being issued and dumped all the time.
The second effect, shares already issued lose value thru dilution.
VTNL started the year 2018 with 669 million shares outstanding, and we're now north of 2 billion, while the total convertible debt has increased during the first quarter. As you well know, the A/S has been increased 4 times, and now stands at 50 billion.
this stock won't be booming next week next year this is a 2 years plus investment
By which time you current shares will be worthless, having been diluted 20 times over.
That's the point.
At this point, we can safely assume that the $21M "loan" will never take place.
And Hop-On never turns up a profit. Or posts several ZERO REVENUE years in a row.
Within 180 days, VTNL can "prepay" the Notes at a significant penalty.
After 180 days, the Notes cannot be bought back and must be converted.
Auctus:
CEO would be an idiot and criminal to increase now.
The company has a lot of convertible debt on its books.
And yes, the CEO would have to be completely dishonest to claim that the company expects $1.5M in sales for Q2 (we're already at mid-Q2, so he should know what he's shipping), and that he will buy some of the debt before it can convert, and then fail on both counts.
If, when Q2 is out, revenues are way less than $1.5M and no debt has been repaid, then we will know for sure about the CEO.
As I explained VTNL debt contracts specifies that it must pay either 40% or 50% over face value for the debt. That's extremely costly for a 6-months loan.
The reason for the 50 billion A/S is that the debt covenants specify that VTNL must keep 8 times more shares than the conversion count in the A/S, just in case the share price craters.
If VTNL share price goes near the trips, VTNL will have to change its Par Value, because companies are never supposed to issue shares under the Par Value.
You're right, then it's the 2 Promissory Notes signed in November that become convertible next.
$45,000 with POWER UP LENDING GROUP LTD
$31,500 with APG Capital Holdings, LLC
The CEO is on record promising, or "projecting" $1.5M of revenue in Q2.
That's quite a jump, from $1K of sales in Q1 to $1.5M in Q2.
In about 3 months, we will learn if he failed... again.
Yes, the CEO of VTNL was very successful helping his lenders convert and dump shares during the First Quarter, $213,824 of debt was converted into 1,505,166,503 shares.
The CEO tremendously helped along the dumping of those shares by announcing several huge Purchase Orders (without revealing that they would only start later in the year, and those were annual numbers), and claiming that sales were so good that he would announce a stock repurchase program.
Q1 sales were ... $968.
And the Stock Repurchase Program is kind of a dud, shareholders have up to September 18, 2018 to mail in a Stock Certificate to the company. 6 months later, the company will announce how many shares they will repurchase at $0.01 a shares.
So on March 18, 2019, you can show up at the company's headquarters (a private house), to get your check, and, I suppose, the unused portion of your stock certificate.
Today, the CEO has a new PR, that the company might pay down its debt rather than buying back shares.
The Convertible Note impose a 40% or 50% penalty for paying the debt in cash before the start of conversion. After 180 day, paying in cash is no longer allowed.
Cedar has no CBD products on Amazon. None. They are not allowed there.
What Re-Medical / Cedar sells on Amazon is hemp oil.
They are if Re-Medical does not have a license. Last time I checked licensees in California, Hop-On, re-Medical nor Cedar were not licensed.
So you can testify in Court that HPNN manufactured CBD without a license and shipped it for profit?
Of course it is just happenstance that this "feels good" PR is being issued exactly 6 months to the day after the EMA FINANCIAL, LLC Convertible Note took effect.
You know what requires a 6 months delay before a debt can be converted ? SEC's Rule 144.
I wonder how many lenders have faxed VTNL conversion notices this week, and will enjoy the volume created by the PR.
Just happenstance, of course.
we expect to focus on paying down our debt
That's what he should have announced in the first place, in February.
Which debt will he pay first, assuming the company has significant revenues and does no keep those revenues for growing the company,
the debt that can be prepaid at a 40% premium, or the debt that can be prepaid at a 50% premium ?
Come on Jamie, CEDAR offers no CBD products.
Those would be illegal in interstate commerce.
While we're speaking about breaking the law, does Re-Medical have a valid California manufacturing license for its cannabis products ?
The $175K Convertible Promissory Note, where VTNL borrows $157K from Auctus Fund LLC but owes $175, due to a small $18K OID (Original Issue Discount), contains one unusual clause.
The conditions are pretty standard, 8% interest, 42% conversion discount, the discount to be computed on the lowest trading price within the last 30 trading days, OR a 50% conversion price ...
https://backend.otcmarkets.com/otcapi/company/sec-filings/12733434/content/html
All Auctus Notes (VTNL has several) contain a "Most Favored" clause, if any other lender obtains a better discount, it applies to all Auctus notes too.
But the most unusual clause is the "Conversion Price During Major Announcements" clause.
In the even VTNL announces a merger, Auctus can lock in the share price at the day of the announcement, for all the duration of the merger talks, or when the merger failure is announced. Of course if the share price drops below that price, they can use that also as the basis for conversions.
According to OTCmarkets, VTNL had 120,000 shares shorted as of 04/13/2018
VTNL already has more than $10M worth of Purchase Orders.
But only $1K worth of actual sales so far.
VTNL also has $715K of convertible debt on its books.
The last $214K of debt that was converted created 1,505,166,503 new dilutive VTNL shares that were dumped on the market. Most of the current shareholders hold those shares.
------
When VTNL borrowed $75,000 from Auctus Fund in January, if was recorded as a $84,000 debt, because VTNL accepted a $9,000 "OID", (Original Issue Discount). In other terms, it owes capital and interest on $9,000 it never received.
When Auctus starts to convert the debt into shares, it will receive brand new VTNL shares from the TA at a 42% discount off the share price, or, rather, the lowest closing price within the last 30 trading days.
Or 50% of the lowest trading price within the last 25 trading days.
"The Jasco machines are some of America's top C02 extraction hardware for creating top quality CBD, THC and Hemp products."
Sounds like expensive equipment. Pity HPNN balance sheet shows $0 of machinery.
Hop-On is no longer an "infrastructure company". What a surprise.
And the Android and Windows phones that HPNN never sold are gone too.
The Re-Medical website has not changed. I wonder if PM lost the password to that website.
If VTNL was a manufacturer, you would see a packing plant and its equipment in their assets.
There are no such assets on the balance sheet.
The pot industry works on a "cash only" basis, so possibly LBC gets paid cash first, or a 50% advance and the rest on delivery. I don't really know.
What worries me is that LBC financials shows no equipment assets.
How are they supposed to manufacture million dollars worth of cat treats without machinery ?
Personally, I'm thinking that VTNL supplier (LBC Bioscience) is a failing company too, and might not be able to fill out the orders, assuming the purchase orders are for real.
but that is based on very little information.
Of course, both could prolong the appearances by announcing a "merger". That always excites the penny stock crowd, even when both entities are worthless.
The supplier, LBC, does not appear to be well funded. Their IPO seems to have foundered, by the scant filings on EDGAR.
A $1M order would be their biggest order ever, based on last year's LBC filings.
According to their prospectus, LBC Bioscience had $0 of cash and assets as of June 30, 2017,
and $32,805 of revenue for the first 2 quarters. Well, that's 30 times more than VTNL.
https://www.sec.gov/Archives/edgar/data/1683743/000147793217004820/lbc_424b3.htm
$410K was spent during Q1 in "Consulting".
$262,000 of that was spent on a single Consultant
Another memorable one from God_Father:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=138954895
I've seen them on many boards. Every single time they were lies.
And the liars disappear then the paid campaign is over, leaving hapless shareholders holding the bag.
Wombat, I missed most of the excitement, but it seems to me that both VTNL and his toxic lenders paid professional cheerleaders to help them dump 1 billion dilutive shares in record time.
The tactics are always the same "this is going to a penny!", "hang on to your shares!", "This is just shaking out the weak hands!", "Strong accumulation going on here!", "The float is locked tight ABSOLUTELY NO DILUTION!". And so on and so forth.
When at the same time the name of the game is to help the toxic lenders dump the most shares in the last time.
There are also would-be "momo players" who think they'll be able to get out in time. Most don't.
Yes, I spotted his "last post", (almost last), and he was mostly correct, with some small mistakes.
Blast from the recent past:
I almost died laughing today reading some of the posts today. Figured I'd provide some free education since some don't understand the word.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=139084917
He just wanted to borrow $1 million dollars so he could give himself a bonus, a fat pay check, and sell drugs.
You know, just like a regular guy.
The PRs are always full of nice Forward-Looking Statements.
The bad news only come in the Quarterly Financials. VTNL next financial report is due in 3 months.
$250,000 for a website !!!!
Yes, VTNL disclosed it in the 10-Q:
10:24 - 7 févr. 2018
Re-Medical just wrapped a $12,000.00 "retail value" deal. On my way to beat my $400,000 gross profit for the 1st quarter this year. Very excited and having fun. News is going to follow soon. pic.twitter.com/9jjwTOEGJP
— Hop-on, Inc. (@HPNN) February 7, 2018
The CEO say that his team of lawyers is negotiating with several Asian manufacturers.
That's strange, because his financials, such as they are, show no "professional" expenses, so his "team of lawyers" must be working for free...
The CEO also admits that he lied to his shareholders with the PR stating that the $1M financing had been "finalized".
And he waited 5 months before telling his shareholders that he lied to them.
He's that kind of guy.
Didn't he tweeted that he would post the Q1 financials sometimes soon ?