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From the date of the Stipulation until that number of consecutive trading days following the Issuance Date required for the aggregate trading volume of the Common Stock to exceed $50,000,000 (the “Calculation Period”), Ironridge will be entitled to that number of shares of Common Stock (the "Final Amount") with an aggregate value equal to (a) the Claim Amount plus a 7% agent fee and reasonable attorney fees and expenses, (b) divided by 80% of the following: the closing price of the Common Stock on the date of entry of the Order, not to exceed the arithmetic average of the individual volume weighted average prices of any five trading days during the Calculation Period, less $0.002 per share; all as reported by the Bloomberg Professional Service of Bloomberg LP. [/ quote]
It's not a note, it's an Order for Stipulation and Settlement of Claims.
IR\Dragonchow bought the debt and reclaims their expenditure via the toxic arrangement tied to the blatantly absurd $50m VWAP in shares.
There is nothing to 'pay off' as the initial expenditure has already been recouped by IR\Dragontox long ago. The only thing left is for the magical $50M in trading volume to be breached.
Until then, IR\Dragonfrog will continue to receive endless dilutive shares from now until eternity passes.
They will look pretty close to those bikes just a few small differences. Motoped put the dodge brothers logos on their cruzer bikes for the Barret Jackson auction.
(Bloomberg) -- Cayman Islands-based Caledonian Bank Ltd. filed for bankruptcy in New York, saying a federal court’s freeze on its U.S. assets triggered a run on the bank by customers.
The U.S. Securities and Exchange Commission sued the bank Feb. 6 over claims it profited from stock sales of invalidly registered shell companies. The SEC won a court order the same day temporarily freezing the bank’s accounts at Northern Trust International Banking Corp. and Morgan Stanley Smith Barney LLC.
A subsequent waiver of the freeze didn’t calm customers who made “a substantially larger number of withdrawal requests than expected,” Caledonian said in court papers filed on Monday in bankruptcy court in Manhattan.
The asset freeze “had a crippling effect on debtor’s liquidity,” lawyers for the bank said in the filing.
The two U.S. accounts held about $300 million, out of total bank assets of $585 million, according to the filing. The bank’s $560 million in liabilities include $520 million payable to customers on demand, lawyers said in the filing.
Caledonian Bank filed for court protection under Chapter 15 of the Bankruptcy Code, which shields U.S. assets of insolvent companies overseas. The bank has about 1,550 customers and almost 1,900 active accounts. About 51 percent of its assets are in the U.S., according to the filing.
The case is In Re: Caledonian Bank Ltd., 15-10324, U.S. Bankruptcy Court, Southern District of New York (Manhattan).
To contact the reporter on this story: Andrew Zajac in Washington at azajac@bloomberg.net
To contact the editors responsible for this story: Michael Hytha at mhytha@bloomberg.net Sophia Pearson
(Bloomberg) -- Cayman Islands-based Caledonian Bank Ltd. filed for bankruptcy in New York, saying a federal court’s freeze on its U.S. assets triggered a run on the bank by customers.
The U.S. Securities and Exchange Commission sued the bank Feb. 6 over claims it profited from stock sales of invalidly registered shell companies. The SEC won a court order the same day temporarily freezing the bank’s accounts at Northern Trust International Banking Corp. and Morgan Stanley Smith Barney LLC.
A subsequent waiver of the freeze didn’t calm customers who made “a substantially larger number of withdrawal requests than expected,” Caledonian said in court papers filed on Monday in bankruptcy court in Manhattan.
The asset freeze “had a crippling effect on debtor’s liquidity,” lawyers for the bank said in the filing.
The two U.S. accounts held about $300 million, out of total bank assets of $585 million, according to the filing. The bank’s $560 million in liabilities include $520 million payable to customers on demand, lawyers said in the filing.
Caledonian Bank filed for court protection under Chapter 15 of the Bankruptcy Code, which shields U.S. assets of insolvent companies overseas. The bank has about 1,550 customers and almost 1,900 active accounts. About 51 percent of its assets are in the U.S., according to the filing.
The case is In Re: Caledonian Bank Ltd., 15-10324, U.S. Bankruptcy Court, Southern District of New York (Manhattan).
To contact the reporter on this story: Andrew Zajac in Washington at azajac@bloomberg.net
To contact the editors responsible for this story: Michael Hytha at mhytha@bloomberg.net Sophia Pearson
Frankly ... I wouldn't be a bit surprised if DragonCow is just a 'new' entity they setup to cram everything into to try and weasel out of what's coming down the pipe.
And probably an attempt to get their cash out of the Caldron, so to speak.
Certainly MS did the steering, but as was mentioned yesterday, this was likely his intention going back to the first failed merger.
But to suggest that the rest of these guys were just hapless dupes is pretty far fetched. Couple this:
After reviewing several options and interviewing multiple firms, we selected Ironridge as our partner
With what Frosr was talking about yesterday:
IR goes around buying up debt and then screws over the companies and or shareholders. Many companies actually ask IR to do it to them because the shareholders ultimately pay as in the case here.
There's more about these kinds of arrangements out there but this was a court appointed order that specifically and clearly lays out the details in summary form. In fact I have been curious if there isn't a more broader agreement that goes into specifics ... (Such as whether what they did Friday is covered in it, I'm sure it is but still) The point being, this wasn't some complicated 20 page directive written in legalize which needs to be gone through with a fine tooth comb.
Wayne Patterson is no flunkie, he was SVP at Specialized and ran his own consulting biz for 10 years, http://www.pattersonconsulting.com/ "Company restructure" - "Merger/Acquisition"
That's what also makes the whole ".01" amendment so galling. They know and knew full well that it was just a ruse to try and soothe the masses (back when they were actually feigning concerns of shareholder sentiment)
I know there's a lot of hue and cry about incompetence. It just can't be both ways.
The company began operations in 2007 with angel capital investment and then financed production with working capital loans. We also utilized account receivable factoring companies that were expensive, placed limits on orders, and made it hard for us to manage our own cash flow. After reviewing several options and interviewing multiple firms, we selected Ironridge as our partner to remove those liabilities from our balance sheet so that we will be able to accept as many orders as we can produce. It was a strategic decision that was in the best long-term interests of the company.
I believe the verbiage was "We chose IR as our ..." blah, blah, blah.
It was all planned from the start.
Especially if you tack this back to the first failed merger with ... whatever their name was. That would put the timeline with TGI pretty close to that time wouldn't it?
Been following them since at least 7/24/14 via a monitoring service that notes changes to websites and sends you alerts whenever there is a change.
MTVX\FROZ has never been on their portfolio page.
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7/26/14
to me
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At your request we are sending you this alert to let you know that a page you have been monitoring has changed.
There's the rub. There's more than one contender here with all the other toxic notes out, so it's probably a contest amongst themselves to dump their holdings.
The trouble is, finding buyers ... hence the no bid.
It's the ultimate quagmire. Nobody want's to get out of line and even if they backed off, the amount of retail looking to unload their .0001's @ .0002 and trying to find buyers there ... Would be short lived at best and then you're right back to where you started again - No bid.
So it's not like these guys are trying to keep a low profile Not terribly surprising either, there's a lot of cockiness that I have observed with this kind of crap over the years. When the punishment is a pittance of a fine the majority of the time there's not much incentive to change anything.
ITEM 5: Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following box: þ*
As to IGP, John C. Kirkland, Brendan T. O’Neil, Richard H. Kreger and Keith R. Coulston only.
IV continues to be the beneficial owner of more than five percent of the class of securities.
If I'm reading this correctly none of this matters whatsoever. The only stipulation has to do with the tie-in originally as 'beneficial owners' individually of each reporting person. As was stated in the excerpt I posted, none of these guys owned any shares personally\individually (directly own no shares of the issuer}.
IV is no longer a subsidiary of IGP
Frankly, it's just semantics as far as that goes.
As to "the security reported on", yes, it's collectively all the equities that fall under the IV umbrella (20 some odd tickers):
Ironridge Global Partners, LLC (“IGP”) sold all of its shares of Ironridge Global IV, Ltd. (“IV”) to Dragonox
It's curious verbiage, "shares of" but perhaps it's common enough to couch it that way, I don't know ... They're not publically traded, could be private or just again, the verbiage.
The key imo is how Dragonox trades the shares they now own.
Being that this is being done as a whole, with all the other equities I don't see where this changes much here in the grand scheme of things. Whatever shares of MTVX they now have are the equivalent of the same bag-holdings that everyone else is stuck with and those are from whatever excess tranche\"true-up" shares they would have been stuck with recently.
Got to remember ... They cannot hold more than 9.99% at any one time and dump what they get as fast as they can to stay under that cap.
All those quad zero trades that pop up may well be dumps to keep themselves within range.
I think the real interest here will be to watch what the SEC does in regards to IR's ties with Caledonian and this ironic shifting around of assets just as the heat is coming down on them.
a) Nothing happens at all in regards to the SEC and everything stays essentially the same, just under a different entity.
b) The SEC goes after IR and ends up unwinding this transaction. From there, who knows what might happen. If anything, it would likely just delay the original agreement between IR and MTVX until everything get's sorted out and end up extending everything for months on end, putting it in limbo.
c) Dragonox changes the agreement somehow ... Think this would be highly unlikely as you pointed out about the court decision being not transferable, something that's interesting enough in it's own right. Are they (IR) even able to do this in the first place?
Since justice is rarely served down here, I would bet on a). Would love nothing more than to see IR get punished severely, who knows, maybe they will expand this and drag Matty into it as well. Seeing that he recently attempted to distance himself from IR just as all this heat was climbing up the thermometer.
Each of IGP and Messrs. Kirkland, O’Neil, Kreger and Coulston disclaims beneficial ownership or control of any of the securities covered by this statement. IGP and Messrs. Kirkland, O’Neil, Kreger and Coulston directly own no shares of the issuer. However, by reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, IGP or Messrs. Kirkland, O’Neil, Kreger and Coulston may be deemed to beneficially own or control the shares owned by IV. Messrs. Kirkland, O’Neil and Kreger are each managing directors, members and 30% beneficial owners of IGP. Mr. Coulston is a director, member and 10% beneficial owner of IGP. IGP is a stockholder and beneficial owner of IV.
Reason being? Ironridge has\had an account with Caledonian. Digging around earlier a bit, this was the same bank they used to wire out $2.5M to Newlead in their little arrangement:
It's their operatus modi. Matters little to them what transpires from here on out, they have already recouped their initial expenditure and made a cool 5m or so off of it.
When you're a basing a projection off a misleading statement(s) the difference is nil.
In other words, if it's dubious from the get go you can project anything you want.
Bottom line ...
The insiders knew all along exactly the state of this company. Schissler certainly did. He failed to close the first iteration but succeeded with FROZ. His 'creative' financing wouldn't have even been necessary if they were as profitable as touted early on.
It took both himself an Irwin about a nano-second to unload their holdings amidst a constant barrage of PR's\8ks that have suddenly ceased to be of any import.
You can't have it both ways: Projecting yourself as a revenue generating but 'struggling to fulfill orders' (Because of all the "demand" enterprise on the one hand (and basing forward looking projections in the multi-millions to boot) while in reality you indebted to the hilt, practically on the verge of bankruptcy and needed to RM, not to enhance the former but to even survive.
If that isn't a tad bit misleading, I don't what is.
Averages as in that's what they had been making in revenues up to that point
Had they though? Averages Eight Million Dollars in Annual Revenue ?
There was a more robust, let's call it 'extrapolation' that was oft posted here early on that I'm unable to locate. Seem to recall it was in .pdf but now appears to just be a summary ...
Nevertheless, yes projections are by definition just what they are but, as you noted ...
a projection is an estimate based on the expectation that business will continue to be profitable
They also 'projected' that they were profitable, which was not the case. That is the beef, ultimately, and finding these things out after the fact is at a minimum, misleading.
For example, the touted tax credits:
(Circa Jan, 2012)
The CDE’s money for the APT acquisition came from a $3 million tax credit purchase by U.S. Bank, said Ruben Alonso III, executive director of the agency.
With the federal New Market Tax Credits program, large companies and financial institutions can buy credits in return for decreased federal tax liability.
“Funding from the New Markets Tax Credit program will provide us the much-needed capital to help us establish ourselves as a true American manufacturer of powersports and related products,” APT CEO Wayne Patterson said in a written statement. “This is an exciting time of growth and development for our company, and we are thankful to the KCMO CDE and all who made this possible.”
The Missouri Department of Economic Development pledged up to $3.9 million worth of incentives that would allow APT to keep employee withholding taxes for its own use.
APT reported that it had 32 employees when it announced its move to east Kansas City; the company predicted that it would increase that number to 276 over the following five years. But the firm shows signs of financial trouble. Jackson County records show that APT was delinquent in its 2012 and 2013 property-tax bills; the company owes $48,197 through the end of 2013.
Missouri Department of Economic Development officials say that despite being eligible for $3.9 million in benefits, nothing has actually been paid out to APT. A spokeswoman says companies have to be current on their taxes to receive public benefits.
Frozen Food Gift Group, Inc. Announces LOI to Merge with MotoVox® Small Engine Technology and Power Sport Products Manufacturer; Averages Eight Million Dollars in Annual Revenue projecting to double its revenues in 2014.
And as for the shareholders of Left Behind Games, they will either receive shares or a portion of product sales revenue from my new company, Inspired Games. I have succeeded at nearly everything I've ever done throughout my life - and the lessons I've learned have made me stronger and hopefully, wiser.
See his blog\site has expanded almost to the size of his inflated and delusional ego ...
Discouraged by trading of the company's stock in the open market, Lyndon filed a lawsuit against the Securities and Exchange Commission in July 2013. Two months later, the Securities and Exchange Commission filed a "civil" lawsuit of their own against Lyndon. At such time, Lyndon made a decision to leave the regulated world of public company management and settled the case with the SEC, while also not pursuing any claims of his own.
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