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There is no mistake. The primary use of the S1 filing is to register shares to raise capital. The shares will be sold via private placement, not "in the market".
Typically companies secure a lead institutional investor that will invest in about a third of the placement. As the company's "investment banker" it will then syndicate the remaining amount to be funded, bringing in two or three additional funds to spread the risk.
The capital is normally provided in three tranches over time and is subject to the company's showing progress in attaining its stated objectives. Most funds are long term investors, holding their shares until they appreciate in value.
The agreement was signed in September but issuance of the shares did not occur until October, finalizing the deal.
That means the asset could not be booked until Q4. All of this was shared with the SEC according to ESCU.
Really? Almost a year? The patent transaction closed around October 8th, 2015.
You are assuming the patent is worthless. ESCU has a professional appraisal that says it has brought the company something of great value. There is reason for shareholders to be excited.
If it is its got to be the slowest in history. NO promotions or PR's. NO trading. Come on now!
On December 31st there was tax selling. Many of the trades in January appear to have been deliberate paint-down's.
There is nothing improper with the patent sale transaction. If there was, the SEC would have commented, which did not happen. That is because the contract, asset valuation and associated financial reporting are all in order.
Executives bring assets into ventures and are properly compensated with stock all of the time.
There seems to be an implication that the ESCU executives should give their assets to ESCU Energy, Inc. That's ridiculous.
Whatever. ESCU has not asked for a dime of your money. It's doing all of the right things and management is paying for everything out of its own pocket.
A private placement with the right institutional investors could take the share price higher.
Ridiculous. This stock has ZERO sellers, promotion and trading volume.
Yes sir, to the tune of 166 shares. OMG!!!
Let me get my microscope out and look at this thing. Hmmm, 166 shares sold on the 21st, and 0 sold yesterday. Yesiree, folks are BAILIN in the MASSES.
Regarding the issue of the $40m asset on the financials, the final piece of the transaction (when shares were actually issued as per the agreement) did not happen until around October 8th, 2015. That's in the 4th quarter. That means the asset could not be booked until then.
Yes, it is an asset. The asset is footnoted in the S1. Since the transaction occurred in Q4 of 2015, it will be shown on the balance sheet of the EOY 2015 financials and the Q1 2016 financials.
Your post is misleading. The shares being registered by the S1 will be a private placement targeting institutional investors (funds) who invest as long-term holders. They are not immediate players in the market.
Let me clear the air regarding several misstatements that are being made on this board. I called ESCU and was told the following:
1. Shahmir Quraeshi had his picture taken at the Palm Beach police station over a domestic dispute. That was the extent of it. There were no legal proceedings. He is not guilty of any crime.
2. Sohail Quraeshi has never filed for bankruptcy.
3. The SEC responded to ESCU's S1 filing with its standard set of questions a couple of weeks ago. ESCU answered all of the questions, sent them to their securities attorney, and a new S1 will be filed soon. Then the SEC, as is normally the case, will have a few more questions, which ESCU will answer. The process is nearing closure.
4. So far the SEC has not had any issues or questions about the nature or validity of the independent appraiser's $40M patent valuation.
5. As soon as the SEC approves the S1, ESCU intends to upgrade to a higher exchange, establish itself as a reporting company, and seek dismissal of the DTC chill.
6. The company is already engaged in its sales and marketing effort and things look positive.
7. ESCU is not looking to raise capital by selling shares in the marketplace.
HELLO. ESCU has not released its first PR. It has not triggered a promotion campaign. It's basically been operating in stealth mode.
Therefore there has been NOTHING for the market to see or respond to.
In other words, NO HYPE whatsoever.
Read the Audit. Lance Kimmons did not receive any cash in the company in the last six years. He received restricted shares for unpaid salary accrued quite a few years ago when he was Director of Operations.
Wrong. The company has done ABSOLUTELY NOTHING to hype or promote itself. Why would it go out of its way to promote an asset valuation. It's done and in the bank via the audit and S1. It has nothing to prove in that regard.
In this case there are no "inconvenient or ugly parts." Just a bunch of contrived BS.
In this case the "red flags" are all contrived.
Great job on the asset evaluation, ESCU! $40 million. Wow!! Can't wait to see it on the EOY balance sheet. Way to go ESCU!
The S1 is on target. ESCU is on a roll. All looks good. Can't wait until they move us to a higher exchange!
Untrue. The auditor had to re-audit 2009 -2011 before it could opine on 2013 and 2014. All transactions were reviewed.
Wow, now I'm really confused. It used to be that the unaudited financials were a joke. "Give us an audit" was the mantra.
Now, we have our audit, and what do we hear? The audit is NOT IMPORTANT. Give us the UNAUDITED FINANCIALS is the hue and cry.
All because we are talking about a MADE UP CONSTRUCT, "unenforceable debt."
Again, try reading the AUDIT. Therein lies the answer to your question.
I've been hearing about pending litigation around here for five or six years. So far? NOTHING.
Hilarioous. For the longest time, the argument around here has been that the unaudited financials meant NOTHING. Now, paradoxically, they mean EVERYTHING!!
And now we learn that they prove the truth of a voodoo construct called "unenforceable debt".
This just keeps getting better!
That's simply a column heading in the financials.
There are numerous places including in the OTC Markets website (which shows the ACTUAL RESIGNATION LETTER)where Kimmons' resignation is documented as August, 2013.
Kimmons has not been with ESCU since August of 2013.
He did, however, identify the new opportunity. He also supplied information to the auditor as requested.
It's accurate to say that we have Kimmons to thank for introducing us to ESCU.
As stated many times before and as PROVEN by the AUDIT, money was NOT flowing into Kimmons pocket.
Ah, "unenforceable debt", that imaginary term that MEANS ABSOLUTELY NOTHING!
New company. New team. New Opportunity. Clean bill of health.
Go ESCU!!!
Ridiculous. The AUDIT is the bible. All the "IMOs" in the world do not trump it.
Not an issue. The current auditor conducted an audit for 2009 - 2011 when it did the audit for the subsequent years. That was MANDATORY in order for the auditor to state the financials for 2012 - 2014 with certainty.
The only thing that didn't happen was ESCU elected not to pay for the auditor's opinion letter for those years, which makes sense. After all, the SEC only requires the last 3 years to be audited. Why waste money?
By the way, Kimmons was exonerated for all of those years.
What a crock. Kimmons was fully exonerated by the AUDIT.
Show me a share of stock that has been confirmed as sold by Kimmons in the last 10 years. Answer: ZERO shares
IMO, this is all bullshit.
Give me a break. Tell me this, who do you know who works for free? Answer, NO ONE.
So Kimmons was issued shares ONCE in 10 years, shares he has not yet sold. By gosh, we should criminally prosecute him!!!
Perhaps there's a misunderstanding about how audits work. By analogy, if someone is driving from LA to San Francisco they have to travel through all points in between.
The same thing applies for audits. There has to be an initial starting point and ending point. In the case of ESCU, the starting point was 2006. That's because of the auditor's need to understand the nature and impact of key transactions dating back to that time that might have a CARRYOVER EFFECT on the final 2014 audited financials.
To determiine this the auditor reviewed ALL securities and financial transactions beginning in 2006 going through 2007, 2008, 2009, 2010, 2011, 2012, and 2013 culminating in 2014.
In short, there is NO WAY the auditor can come up with valid, confirmed financials through 2014 without looking at all of the ANTECEDENT FACTORS. The 2014 audit is the sum total of everything going before it.
So to say that there was not an audit of the years 2009, 2010 and 2011 is misleading. The fact is, ESCU does not need to spend the money for an auditor letter for that period, since the SEC only requires audits for 3 prior years. If they need to get a letter, it will not cost much because all of the heavy lifting has been done.
As for the implication that Kimmons "pulled something over on everyone" during that period there is NOTHING to substantiate the allegation in the audit.
This is all misinformation. The S1 is factually correct. The ESCU AUDIT stubbed back to 2006 and worked forward to make sure ALL transactions are reflected by the 2012 - 1214 financials.
You can bet that NO STONE WENT UN-TURNED. That's the function of the auditor.
ESCU is DOING ALL OF THE RIGHT THINGS. Go ESCU!!
Totally untrue. The FZRO business plan has NO similarity to previous activities related to Kimmons.