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It is quite impossible for Mina*Mar to solve its DTCC problem without on-going full disclosure. That means filing regular insider trading reports with the SEC. THAT will NEVER happen.
TRANSLATION: The outstanding issue that needs to be resolved is how to issue free-trading shares to the targeted merger company and how the merger company will then kick-back 99% of those free-trading shares to Mina*Mar. The other outstanding issue is how you make the merger "shell" company look like it's something when it's really nothing.
Wrong, a B.S. merger will be the final nail in FOGC's coffin. The only "boom" you will hear is the sound of FOGC hitting the "no bid" bottom.
It's my belief that the people behind FOGC are incapable of doing anything good for their shareholders.
EboJr, you and I are usually in total agreement over matters concerning FOGC. We do, however, disagree with regard to the matter of an FOGC merger. This is only speculation but I believe it's accurate:
FOGC is a "pump & dump"...period. A pump & dump requires certain things in order to work. It requires the "perps" to have free trading shares, the "perps" need to control the company (51% of the shares or greater), no disclosure requirements and a story to tell. Right now, the "pump & dump" has stalled. The "perps" have presumably sold their shares, do not control the company (unless they issued a block of shares to themselves) and have no story left to tell, as both of the company's assets are worthless in the eyes of the shareholders.
In order for Mini Mart to get things going again, they need shares and they need a story to tell. A merger solves both of these problems. The merger company will come from an associate of Mini Mart, so that a large percentage of the shares find their way back into Mini Mart's hands. There will also be a "wonderful" story that goes along with the FOGC/"?" merger but it will be just that; a story.
I still don't understand why they haven't done a roll-back (reverse split) as it's more effective than issuing billions of shares, albeit more distasteful to shareholders.
You're absolutely correct. I'm only speculating that a merger has occurred, based on the existence of a document filed a few days ago ago, that I acknowledged is not available to view. I simply found it odd that a Nevada corporation would file a document that converts a non-Nevada corporation to a Nevada corporation. It is true; however, that this document is typically filed when merging an out-of-state corporation with a Nevada corporation. It just all seems very odd but I admit there could be other reasons for filing such a document.
Hey, if a merger has occurred, it's with another worthless Mina*Mar company and such a merger would only be done as justification to issue shares to Mina*Mar insiders and affilliates, and as justification to issue mindless P.R. Also, such a merger cannot be performed without shareholder approval, unless Mina*Mar controls more than 50% of the company's shares.
I also believe some type of merger has occurred. FOGC filed a very telling document with the State of Nevada last Wednesday; April 25th. They filed a "Convert Out" form, which causes an out-of-state corporation to become a Nevada Corporation. The document itself is confidential but the act of the document being filed is public knowledge. This document is frequently used in the case of a merger, when the company being merged into the Nevada corporation is not a Nevada corporation.
The question that begs to be asked is: if a merger has indeed occurred, why did Mina*Mar not disclose it via a press release? Does Mina*Mar want to give the insiders time to position themselves before the official announcement? Do they want to have a "head start" on the public?
I think it's quite safe to assume that FOGC has dipped into its recently increased share capital and issued a large block of shares, or blocks of shares, to "persons unknown" for "reasons unknown", further diluting existing shareholders. Either that or more than one fifth of the company's issued and outstanding shares traded in a single day. For those who don't know any better, that's a virtual impossibility in a legitimate market, for a legitimate issuer. This would also explain how 171,206,570 shares could trade in a single day with ZERO movement in PPS.
I think it's entirely possible MiniMar has a merger in the works for FOGC but the merger candidate will have the same value as FOGC: ZERO. Accordingly, ZERO plus ZERO still equals ZERO but it will give them justification to spew some meaningless P.R.
Such a merger might also be the event that triggers the inevitable roll back (reverse split) of the company's shares. Either way you look at it, shareholders are screwed.
Talk of a merger is all B.S. What does FOGC bring to the table? Nothing. Why would any relf-respecting company merge with FOGC and why does FOGC need to compensate the merger candidate? Furthermore, why would anyone accept FOGC shares as compensation for anything? What we're seeing here is all "smoke and mirrors".
My speculation is, the merger candidate is a worthless company that is beneficially owned by MiniMar or a MiniMar associate. The act of compensating the merger candidate is simply justification to issue hundreds of millions of FOGC shares that will ultimately end up in the hands of MiniMar. The delay is created by the need to structure the deal so the MiniMar principles don't wind up in jail!
Rewarded my a_s! Shareholders are about to get diluted into oblivion. The writing is on the wall.
Let's face it; if FOGC had the slightest potential, its stock wouldn't be trading at $0.0001 !
I don't think it will work, but I think they'll try. I'm still surprised they haven't done a huge reverse stock-split. That would be a typical pump and dump manoeuvre. That being said, if they were smart instead of crooked, they'd really be in the mining or oil business, not the pump and dump business.
EboJr, my take on things assumes that MiniMar wants to have another "go" at pumping and dumping FOGC. If I were them, and that was my goal, I'd be buying every share I could get my hands on. In essence, I'd be shaking loose all of the shares I can. Don't forget the PPS levels they previously dumped this crap at. They probably won't mind spending a bit to tighten-up the market. In fact, I'm sure the only reason we saw $0.0003 is that MiniMar bought it up to that. Don't ever forget, there's nothing legitimate about this deal. All of the trading you see is unnaturally influenced by the insiders...whoever they are. It's a completely contrived market. The reason only 120,000 shares traded today is that the insiders took a day off. Maybe it's a Serbian holiday or maybe the SEC paid them a visit, so they couldn't do their usual "thing". Perhaps this is the type of legitimate volume there is, when you remove the insiders from the market. It's impossible to know what's real and what's fake, when discussing FOGC.
No merger will occur. That is, no merger that will increase the value of FOGC or its PPS. No company of any reasonable value would ever merge with FOGC. Ask yourself what FOGC has to offer any merger candidate. The answer is simple: nothing. Only a worthless company would merge with FOGC and then only to provide them with an excuse to put out P.R. and issue shares. Period...end of story. After all, that's their business; their only business.
You need to ask yourself why any company worth anything would merge with FOGC? If you owned a company that was reasonably profitable and/or had reasonable potential, why would you throw it all away by merging with FOGC? What does FOGC offer that makes it an attractive candidate for a merger. The answer is: nothing.
FOGC's "handlers" are going to merge the company with another worthless company in order to generate P.R. They will issue a ton of stock in the process, fire out a bunch of P.R. and sell, sell, sell. The PPS might pop-up by a couple of hundredths of a penny on the news of the merger, then it will fall right back to where it is now, or lower. That is all, end of story.
It isn't rocket science, it's only common sense.
Prior to Mini-Mart's involvement, FOGC had 65M shares issued and outstanding and the company's share capital was 100M shares (if I recall correctly). Mini-Mart got involved and immediately increased share capital to 888M shares and issued over 700M shares to parties unknown and for reasons undisclosed to investors. I'd call that very serious, yet unjustified, dilution. Now they've increased share capital to 2.8B shares. How many shares will they issue now? Mini-Mart are the beneficial owners of over 50% of the shares in FOGC otherwise, they'd need shareholder approval to increase share capital, perform mergers, etc.
The more shares they issue, the lower the PPS goes. This trend will continue, as it does in the case of every pump-and-dump.
There is ZERO chance FOGC will unwind the recent increase in its share capital. If the merger doesn't go through, they will still find reasons to issue hundreds of millions of shares (as stated in their latest PR: "The share structure was necessary to accommodate a possible merger into FOGC and to accommodate fees and payment dues of the aforementioned report."). How much did the "report" cost? How are they planning to issue shares to "accommodate" fees and payment dues?
If the merger does go through, it will be with another worthless Mini-Mart pump-and-dump shell. They'll do anything to justify issuing shares. In fact, they've probably done it already but haven't disclosed it. After all, that is the core of their business; not mining or oil. Mining and oil merely provide the necessary smoke-screen for issuing shares and selling them to ignorant public investors.
Just so no one is fooled by FOGC's "soon to be released" OTC Markets Adequate Disclosure (CE) documents, they WILL NOT contain "Accurate and updated info and full transparency". They are nothing more than another one of MiniMart's P&D tools. These documents WILL NOT contain audited financial statements, reserve reports, assay results, insider trading reports, beneficial owner reports or any other type of normal disclosures. These documents will only tell shareholders what MiniMart wants them to know; nothing more. If they were truly interested in disclosure, they'd file a registration statement and move off the Pink Sheets and on to the OTC BB.
No kidding. At least at the casino you have nearly even odds and you get free drinks. With FOGC, the odds are overwhelming that you'll lose it all.
But here's the most important fact of all: when you walk into a casino, you know the odds of winning. The casino is quite up-front about it. When you walk into the FOGC "casino", they lie to you. They tell you, without a doubt, you'll win ... but you always lose.
The PR is a lie. They filed the document, to increase the company's share capital to 2.8 billion shares, on the 16th of February; eight days ago. I guess they forgot. You can see it on-line, on the web site of Ross Miller, the Nevada Secretary of State. Just do a company search for "Fortune Oil & Gas, Inc.".
This page is from the State of Nevada's corporate registry. It simply lists the company's "registered in Nevada" address, directors and the number of shares the company is authorized to issue. In this case, the company can issue up to 888 million shares. Since they've already issued 775 million, they can only issue 113 million more, without getting shareholder approval to increase the company's share capital.
Shareholder approval is defined as 51% of shares outstanding. That is why MiniMart will stop at nothing to make sure they own 51% of outstanding shares. That way, they don't need shareholder approval to increase FOGC's share capital and issue a ton of new shares.
The "roll back" scenario is the most likely. In fact, I think it's highly likely; however, there are other possibilities; none of them good for shareholders. One is that they simply do nothing, maintain the status quo, and the company "flounders" forever. Another is that they do the roll-back, issue new shares and sell (or give away) FOGC as a shell. The problem with this one is, who would want it? The final possibility is the company gets suspended then de-listed.
Nope, once MiniMart reaches 51%, they will immediately increase FOGC's share capital, roll back the company's shares (good bye doriangrey) then issue a huge block of shares to someone "close" to take control of the market once again.
As an example, if they roll back the company's stock 100:1, there would then only be 7.4 million shares outstanding. Your million shares would turn into 10,000 shares and the company would resume trading at 2 cents. MiniMart would then issue another 700 million shares to their "friends" (like Emry Capital Group) and the whole game could start over again.
Their priority would be buying as much as possible at the lowest price. If they simply went into the market and started "hitting" the offers, they'd pay too much, so they'd be more clever than that. They would attempt to control the market and keep the PPS down by always having a bunch of low offers. As they get closer to 51%, I'd expect volume to decrease because the biggest player (by far) will go quiet again.
I'd speculate it's more likely that MiniMart is trying to buy back a majority stake, after dumping all of their shares at much higher prices. Why would they do that? Well, if they want to sell one, or both, subsidiaries or increase the share capital, etc. (as they stated in their January 20th PR), they need shareholder approval, which means 51%. If they "control" 51%, they just fill out the forms and do whatever they want. If they don't "control" 51%, they need to contact the shareholders and ask for their permission. We all know THAT's never going to happen!
Realistically, I don't see how it's possible. How could FOGC ever get the share price high enough to use the company's shares for what they are supposed to be used for; that is, to raise money. How much does it cost to take a mine from where they are now to production? $50 million minimum. How many shares would it take and would someone with $50 million to lend even be interested? Not a chance. How about increasing their oil production? Same problem; costs tens of millions to reach economic levels of production, if the reserves are even there. Selling one of the assets to raise some cash to put into the other is a waste of time because neither asset is worth enough to even talk about. That suggestion, in their latest P.R., was likely a smokescreen. If they do it, it's for some other reason.
Furthermore, the company has done some things that are improper at best. Some suggest FOGC was "hijacked" because MiniMart didn't follow proper procedures when taking over the company (and it isn't the first time). In addition, they issued a ton of shares using a FORM D exemption but that share issuance stinks.
Their most recent P.R. suggests certain actions they might be about to take but all require shareholder approval, which could account for the recent increase in daily volume. You see, if MiniMart owns 50% of FOGC shares, they don't need to seek outside shareholder approval to sell the company's assets, perform a reverse split (roll-back), etc., etc. They could also issue a bunch of shares to a friendy party, in order to avoid having to poll the shareholders. I think the P.R. mentioned issuing more shares. Yup, the Jan. 20, 2012 P.R. was designed to prepare us for "something" they have up their sleeve.
Retro, since you have an FOGC share certificate, you must be on the list of registered shareholders. Did MiniMart contact you when they were going after FOGC and ask for your proxy? If so, did you give it to them?
I've read through most of FOGC's old SEC filings. It looks to me like the old management put forward an honest effort but were insufficiently funded considering the size of the operation. It also looks like they were ganged-up on a bit, if you read the part in their filings about lawsuits. I would have walked away.
You may have lost money but there's no doubt in my mind it was a legitimate operation. FOGC's 03/2006 SEC Securities Registration Statement was 79 pages long, complete with audited financial statements. MiniMart doesn't even know what an audited financial statement is! You've probably heard the expression "sh_t happens"! Well, sh_t happened! I'll take that sh_t over the current sh_t any day.
Waterchaser, either a securities lawyer files a complaint, alleging multiple, specific violations of securities regulations or dozens of investors file complaints. The problem with the general public is, they don't know securities laws and regulations, so their complaints normally focus on a lack of disclosure. This is why complaints against Pink Sheet companies are not always acted on by the SEC. Pink Sheet companies, like FOGC, aren't required to make ANY disclosures; NONE! That doesn't mean they can lie but it does mean they can issue PR that, on the surface, sounds like something when it's really nothing. The only reason they file anything is to appear legitimate or they absolutely have to. That being said, some Pink Sheet companies are legitimate as evidenced by the fact they don't act like Pink Sheet companies. Just go to EDGAR and look-up FOGC's pre-MiniMart SEC filings (up to 2007) and compare them to post-MiniMart SEC filings (2010 and later). "Pre" discloses everything and "post" discloses almost nothing. Draw your own conclusions.
That being said, lack of disclosure is not FOGC's achillies heel. In my opinion, how MiniMart took control of FOGC and how they were able to release hundreds of millions of shares into the market for sale, are their areas of vulnerability.
Oh, but there's another way too ...
The best way for the SEC to punish MiniMart for selling shares that did not qualify for sale, would be to force them to buy back all 700 million shares they sold to innocent investors, and then re-restrict them from sale. Talk about the punishment fitting the crime. Too bad it could never happen . . . or could it ???
Moody6900,
The company's authorized share capital is 888 million shares of common stock (which means they are authorized to issue up to that number) but only slightly less than 775 million have been issued, to date. Prior to MiniMart's involvement, there were only (approx.) 55 to 65 million shares outstanding (of which more than half were restricted from sale), which indicates that MiniMart issued over 700 million new, "restricted from sale", shares. Of course, unlike most public companies, they (FOGC) have never revealed WHY they needed to issue so many shares or specifically WHO they were issued to (although they did disclose a $25,000 private placement to Emry Capital, without disclosing how many shares were issued in return).
Here's a curious fact: if you go to Emry Capital's and MiniMart's respective web sites, they are VERY similar and even have the same employee photo on both sites. Draw your own conclusion!
One thing we can all be sure of; all of the more than 700 million new shares, issued by MiniMart, have now been unrestricted and, in fact, SOLD. This conclusion is further supported by the fact that last Friday's volume was equal to approx. one fifth of the company's issued and outstanding shares. If this type of trading doesn't raise a RED FLAG, I don't know what would.
The only group buying we'll ever see with this stock, is if the SEC forces MiniMart to buy back all 718 million shares they wrongfully sold to unsuspecting investors.
Don't assume this trading is real. It could simply be two bored MM's trading stock back and forth. There are many possible scenarios that don't involve investors buying and/or selling FOGC shares. In fact, the only thing you can be sure of is, investors buying and/or selling FOGC shares is NOT what's causing today's volume.
Retro, yes, by roll-back I mean reverse split. What I anticipate, is that MiniMart will do a large reverse split, which will vastly reduce the number of issued and outstanding shares. Then, they'll issue a huge block of new shares to themselves and attempt to sell FOGC as a shell. As an example, if they did a 100:1 reverse split, then issued 100 million shares to themselves, they'd end up owning 92.6% of the company's shares, so it would be easy to manipulate the market and FOGC would become attractive as a shell. If they then can't sell FOGC as a shell, I suppose they could bury the past by changing the name and the ticker symbol, and starting a new P&D !
If people were bailing, the price would be dropping (not that it could fall much further). Conversely, if someone, or a group, were buying, the price would be rising. Typically, when there's big volume without any movement in price, it's because two entities are simply trading shares via the market. Perhaps MiniMart has a party interested in FOGC as a shell and they want to make it look like the stock is very actively traded. On the other hand, it could be they're distributing stock to affiliates and associates in preparation for the big roll-back we've all been anticipating.
The "new" share price equals a market cap. of less than $80,000. Impressive !
If FOGC had something to report, in fact, ANYTHING to report, they'd have done it a LONG time ago, in an effort to slow down the free-fall in its share price. If you read their old "wishful thinking" P.R. from earlier last year, there's absolutely no reason why they couldn't continue putting out the same "fluffy" B.S. After all, FOGC is run by a P.R. firm (Mini Mart). Let's not forget why legitimate companies go public in the first place: to use the company's stock to raise money. How does any company raise money with a $0.0001 share price? Answer: they don't. Unfortunately, sometimes, less than honest people go public just so they can sell all their shares and walk away (AKA a pump and dump). Draw your own conclusions.
Retro, as I understand it, MM needed 51% of shareholders to consent to their taking over management of FOGC. I doubt "the boyz from the East Coast and North of the border" would have given simple consent, and I'm sure they accounted for more than 50% of FOGC shares. Therefore, how did MM get control? What if they lied and told the Nevada Court they had shareholder consent when, in fact, they didn't? They've been accused of such dealings in the past. If this is the case, they issued over 700M shares and presumably sold them, without having the right to do so. Would it be possible to unwind the sales of 700M shares?
Retro wrote "The backers (Private Placement types) from the past don't fit this current business model". You're correct. That's because the guys from the past likely have nothing to do with the present situation. In fact, it's likely MM avoided them completely when taking over control of FOGC, because the old guys could have made it difficult for MM. From what I gather from some older postings, it wouldn't be the first time MM has highjacked a company. By "highjacked" I mean, took over control by claiming to have shareholder approval when, in fact, they didn't.
Pre-MM, FOGC had about 65M shares issued and outstanding, with approximately 50% of those shares being restricted from sale. That means FOGC's public float was about 32.5M shares. When MM took over management of FOGC, they issued approximately 718M shares; all restricted from sale. One can only assume that MM removed the restriction from these shares and they have now all been sold, based on FOGC's trading volumes. Unfortunately for shareholders, these shares likely did not qualify to have the restriction removed and offered for sale.
Furthermore, I'm also told that when pre-MM holders of restricted FOGC shares approach MM to have the restriction removed, MM denies their requests, citing the fact that FOGC is only a shell company and therefore, any restricted shares do not yet qualify to have the restriction removed.
I wonder what will happen when the SEC decides MM wrongly sold over 700M FOGC shares to the public???
This also raises the question: did MM even have the right to assume the management of FOGC and issue these shares???