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"Such as what is EGCG???"
Ecomike Gone Completely Goofy??
"NDTP BBB-Blood Brain barrier crossing school is open. Any questions?"
WOW...can self-appointed gurus now open their own schools on IHUB ??
"a 1 for 2000. how disgusting."
Yep.... Siegel, Kramer and Fife are all disgusting crooks with zero moral codes. I hope the SEC nails them all.
No likely restitution for ECOS shareholders though IMO
https://www.sec.gov/news/press-release/2020-212
September 16, 2020 - "The Securities and Exchange Commission today adopted amendments to Exchange Act Rule 15c2-11...
...The Rule will become effective 60 days following publication of the amendments in the Federal Register. The Rule will have a general compliance date that is nine months after the effective date as well as a compliance date that is two years after the effective date regarding provisions to require an issuer’s financial information for the last two fiscal years to be current and publicly available."
https://www.tradersmagazine.com/departments/regulation/exploring-the-investor-impact-of-an-sec-rule-proposal/
"However, under the rule proposal, more than 3,000 “No Information” securities that do not make current information available would no longer be eligible for public quoting. Without an alternative solution, these securities would instead be relegated to the Grey market. Transactions in Grey market securities have no public quote, forcing brokers to source liquidity and pricing primarily over the phone without data-driven technology. Investors would then suffer from the lack of price discovery and broker-dealers’ inability to utilize technology or ensure best execution. Some securities may no longer be traded or cleared by brokers or market makers because of expanded regulatory obligations.
Sophisticated, independent investors willing to take on riskier investments worry that without a regulated electronic trading market, the value of their investments will be depleted, destroying millions in shareholder value."
NOTE 5 – NOTES PAYABLE
The Company had the following notes payable outstanding as of June 30, 2013 and June 30, 2012:
June 30, 2013
June 30, 2012
Gold Exploration LLC (a)
$ 52,699 $ 52,699
Dated - June 1, 2008
Venture Capital International (b)
12,000 12,000
Dated – March 30, 2009
Venture Capital International (c)
17,000 17,000
Dated - May 7, 2009
Advantage Systems Enterprises Limited (d)
17,000 17,000
Dated – July 3, 2009
Advantage Systems Enterprises Limited (e)
10,000 10,000
Dated – August 7, 2009
Venture Capital International (f)
10,000 10,000
Dated – October 15, 2009
Venture Capital International (g)
7,000 7,000
Dated – October 27,2009
Advantage Systems Enterprises Limited (h)
25,000 25,000
Dated – November 9, 2009
Venture Capital International (i)
5,000 5,000
Dated – November 23, 2009
Strategic Relations Consulting, Inc. (j)
15,000 15,000
Dated – March 31, 2010
Summit Technology Corporation, Inc. (k)
2,000 2,000
Dated November 22, 2010
Gold Exploration LLC (l)
97,000 97,000
Dated – July 29, 2010
Freedom Boat, LLC (m)
250,000 250,000
Dated February 7, 2011
Dr. Linh Nguyen (n)
25,000 25,000
Dated May 23, 2011
Charles Chapman (o)
50,000 50,000
Dated December 27, 2011
Leroy Steury (p)
- 76,875
Dated March 12, 2012
Tonaquint, Inc. (q)
449,185 -
Dated October 1, 2012
Total Notes payable
$ 1,043,884 $ 671,574
Nice to know to whom a lot of the money investors pumped into NPWZ actually went to: Dr's Utah ski cabin comes to mind LOL? Maybe the SEC will also go after some of the tickers like NPWZ that used him?
SEC Charges Unregistered Penny Stock Dealer
Litigation Release No. 24886 / September 3, 2020
Securities and Exchange Commission v. John M. Fife, Chicago Venture Partners, L.P., Iliad Research and Trading, L.P., St. George Investments LLC, Tonaquint, Inc., and Typenex Co-Investment, LLC, No. 1:20-cv-05227 (N.D. Ill. filed September 3, 2020)
The Securities and Exchange Commission today filed charges against John M. Fife of Chicago and companies he controls for acquiring and selling more than 21 billion shares of penny stock without registering as a securities dealer with the SEC.
The SEC's complaint, alleges that between 2015 and 2020, Fife, and his companies, Chicago Venture Partners, L.P., Iliad Research and Trading, L.P., St. George Investments LLC, Tonaquint, Inc., and Typenex Co-Investment, LLC, regularly engaged in the business of purchasing convertible notes from penny stock issuers, converting those notes into shares of stock at a large discount from the market price, and selling the newly issued shares into the market at a significant profit. The SEC alleges that Fife and his companies engaged in more than 250 convertible transactions with approximately 135 issuers, sold more than 21 billion newly-issued penny stock shares into the market, and obtained more than $61 million in profits. The complaint also alleges that, at the time of the conduct, the Defendants were not registered with the SEC as dealers, in violation of the mandatory registration provisions of the federal securities laws. It further alleges that by failing to register, the Defendants avoided certain regulatory obligations for dealers that govern their conduct in the marketplace, including regulatory inspections and oversight, financial reporting requirements, and maintaining books and records.
The SEC's complaint, filed in federal court in Illinois, charges the defendants with violating the dealer registration provisions of Section 15(a)(1) of the Securities Exchange Act of 1934. The SEC seeks permanent injunctions, disgorgement of ill-gotten gains plus prejudgment interest, civil penalties, and penny stock bars.
NEWS
SEC Charges Unregistered Penny Stock Dealer
Litigation Release No. 24886 / September 3, 2020
Securities and Exchange Commission v. John M. Fife, Chicago Venture Partners, L.P., Iliad Research and Trading, L.P., St. George Investments LLC, Tonaquint, Inc., and Typenex Co-Investment, LLC, No. 1:20-cv-05227 (N.D. Ill. filed September 3, 2020)
The Securities and Exchange Commission today filed charges against John M. Fife of Chicago and companies he controls for acquiring and selling more than 21 billion shares of penny stock without registering as a securities dealer with the SEC.
The SEC's complaint, alleges that between 2015 and 2020, Fife, and his companies, Chicago Venture Partners, L.P., Iliad Research and Trading, L.P., St. George Investments LLC, Tonaquint, Inc., and Typenex Co-Investment, LLC, regularly engaged in the business of purchasing convertible notes from penny stock issuers, converting those notes into shares of stock at a large discount from the market price, and selling the newly issued shares into the market at a significant profit. The SEC alleges that Fife and his companies engaged in more than 250 convertible transactions with approximately 135 issuers, sold more than 21 billion newly-issued penny stock shares into the market, and obtained more than $61 million in profits. The complaint also alleges that, at the time of the conduct, the Defendants were not registered with the SEC as dealers, in violation of the mandatory registration provisions of the federal securities laws. It further alleges that by failing to register, the Defendants avoided certain regulatory obligations for dealers that govern their conduct in the marketplace, including regulatory inspections and oversight, financial reporting requirements, and maintaining books and records.
The SEC's complaint, filed in federal court in Illinois, charges the defendants with violating the dealer registration provisions of Section 15(a)(1) of the Securities Exchange Act of 1934. The SEC seeks permanent injunctions, disgorgement of ill-gotten gains plus prejudgment interest, civil penalties, and penny stock bars.
NEWS
SEC Charges Unregistered Penny Stock Dealer
Litigation Release No. 24886 / September 3, 2020
Securities and Exchange Commission v. John M. Fife, Chicago Venture Partners, L.P., Iliad Research and Trading, L.P., St. George Investments LLC, Tonaquint, Inc., and Typenex Co-Investment, LLC, No. 1:20-cv-05227 (N.D. Ill. filed September 3, 2020)
The Securities and Exchange Commission today filed charges against John M. Fife of Chicago and companies he controls for acquiring and selling more than 21 billion shares of penny stock without registering as a securities dealer with the SEC.
The SEC's complaint, alleges that between 2015 and 2020, Fife, and his companies, Chicago Venture Partners, L.P., Iliad Research and Trading, L.P., St. George Investments LLC, Tonaquint, Inc., and Typenex Co-Investment, LLC, regularly engaged in the business of purchasing convertible notes from penny stock issuers, converting those notes into shares of stock at a large discount from the market price, and selling the newly issued shares into the market at a significant profit. The SEC alleges that Fife and his companies engaged in more than 250 convertible transactions with approximately 135 issuers, sold more than 21 billion newly-issued penny stock shares into the market, and obtained more than $61 million in profits. The complaint also alleges that, at the time of the conduct, the Defendants were not registered with the SEC as dealers, in violation of the mandatory registration provisions of the federal securities laws. It further alleges that by failing to register, the Defendants avoided certain regulatory obligations for dealers that govern their conduct in the marketplace, including regulatory inspections and oversight, financial reporting requirements, and maintaining books and records.
The SEC's complaint, filed in federal court in Illinois, charges the defendants with violating the dealer registration provisions of Section 15(a)(1) of the Securities Exchange Act of 1934. The SEC seeks permanent injunctions, disgorgement of ill-gotten gains plus prejudgment interest, civil penalties, and penny stock bars.
"He is not worried."
How do you know he is not worried?
https://www.sec.gov/litigation/litreleases/2020/lr24886.htm
Fife is not an investor or 'shareholder' of ECOS stock. He only owns toxic convertible notes that can be converted into shares and then immmediately sold into the open market (provided he can get approval to convert), which he can't at this moment, because the stock is being revoked by the SEC and is worthless).
Good luck with your fantasy outcome.
Fife only got involved in ECOS because FINRA refused to process a R/S request in summer of 2014 because Kurt Kramer (Asher) was funding it. Fife agreed to take over the Asher notes and the SEC/FINRA finally agreed (after 8 months) to process the R/S once Asher was gone.
All of ECOS's notes went into default in the fall of 2014 during that 8 month period. They later made large payments to Fife for default fees and back interest, so he prolly got more out than he put in. Some of the default fees alone were 50% of the original CD amounts.
Great to see the SEC finally nailed Fife. I think he used at least a dozen sub-entities to keep under the 10% ownership rules on any one ticker LOL.
Yes Civic...most who go to pink sheet forums looking for morals and ethics just wind up pissadointed.... GLTY
"Why would the company double its AS to "10 Billion"
while announcing a BUYBACK?"
Excuse me, but there is no room on this forum for common sense!
GLTY and JMO
"Really doesn’t look like share buyback is in effect."
Why buy at these levels when insiders 'know' it's going much lower?
Read the last 10-Q LOL.
Welcome to BBRW's 'death spiral' phase LOL. Happens to all pinkies with pages of toxic convertible debentures.
ECOS was moved to the 'grey sheets' where it can still be traded (matched trades only). Ask your broker.
"makes ya wonder who the puppet master is"
Little mystery as to who the "puppet master" is LOL. Just go to the link below and read the intro'...even has his picture in it ...BBRW already signed a $4 million consulting agreement with Sand's fake company Bgreen.
https://investorshub.advfn.com/Simlatus-Corp-SIML-17443/
BBRW wont 'run' until the great welder Jef clears all that up and re-structures it.
GLTY and JMO
Good for you! Sometimes it's better to get out with a small loss rather than a tombstone.
GLTY and JMO
Yep..so far looks like nothing more than wash trades or cross trading?? Could be just an internet front load group doing that, and not the company?
Could also be illegal?
The big unanswered question is WHY is 'pinksheet' BBRW doing a buyback LOL?
"Something to keep in mind the Company said they will consider increasing Buyback amount also."
Sure, easy to make that happen, all they will need to do is make-up some huge new orders that they 'intend' to get LOL.
In reality, a buyback program only makes sense in real exchange traded public companies that 'already have' a lot of excess capital.
"I am not aware (perhaps you are) of when any SoS applications/approvals would become accessible to the public."
When corporate actions are filed with the SOS, on the proper state forms, that information is immediately made accessible by the public and the SEC.
States do not accept PRs or tweets.
"No cash. No rev. No buyback. Hopefully SEC delists or halts"
The SEC only has jurisdiction over 'securities law violations'. Sand and his minions are very careful not to openly violate securities laws. The SEC moves sloooowlllllyyy.
The DOJ has jurisdiction over complaints of fraud that are supported by 'solid evidence from the complaine', not just hearsay and speculation.
No one has your back in pinkyland!
GLTY and JMO
A public Corporation cannot do a share buyback on twitter LOL?
"We are relying on SEC Rule 10b-18 (Purchases of certain equity securities by the issuer and others.) for the stock repurchase. This will be executed in September.
Thank you.
11:39 AM · Aug 12, 2020·Twitter for iPhone"
To my knowledge, BBRW has not yet filed the corporate action required for a buyback (voted on by a shareholder majority) and submitted, along with the required financial information, to the Florida SOS??
That pump tweet though was enough to create over 700 million in volume for insiders to dump into LOL.
You have to give the crooks behind this some credit..they are very experienced at creating volume and pushing paper into it.
GLTA and JMO
"Rumor has it they're going to be on a segment of Jim Cramer's Mad Money next week. This will bring great exposure"
This forum is for investor's opinions regarding the business prospects of BBRW but made-up opinions are usually just viewed as lies by most readers.
GLTY and JMO
"How would a company pump its shares, meaning raise the price, while using cash on hand to buy them back? That is a mutually exclusive scenario."
Exactly...yet BBRW has announced a $1.5 Million share buyback that is to begin next week LOLOL.
You must have missed that tidbit?
It's not always 'the company' that pumps a stock...third party consultants, and promoters (like Podcasters that can be paid with free trading shares), and CD holders also pump companies to create volume to dump into LOL.
"They have some good Orders for the next year but they have limited space to build and they have limited manpower."
Yes, and current shareholders should be livid that they are planing to take $1.5 Million (of current shareholder assets) and use it for a share buyback instead of solving their limited space and manpower needs. Makes no sense??? Beware of untrustworthy business nonsense!
Pump and Dump?
LOL...ECOS is being revoked by the SEC...shareholder DD is irrelevant at this point?
Oooops...Looks like SIML may be in trouble with both the NV SOS and the SEC?? They allowed 1.6 BILLION more shares than they had available to be converted and dumped into the OS LOLOL.
"We previously filed Certificates of Change with the State of Nevada (the “Certificates of Change”) on June 5, 2020 and June 11, 2020, reflecting increases in our authorized shares of common stock to 2,000,000,000 shares and 5,000,000,000 shares, respectively. However, those Certificates of Change were improperly filed under Nevada law and will be corrected by the filing of Certificates of Correction under Article 78 of the Nevada Revised Statutes.
How many shares of voting stock were outstanding on the date the action was approved?
On August __, 2020, the date we received the consent of the holders of a majority of the voting power of our stockholders, there were 2,616,895,224 shares of common stock outstanding, 5,763,749 shares of our Series A Preferred Stock outstanding, 500 shares of our Series B Preferred Stock outstanding, and 35,583 shares of our Series C Preferred Stock outstanding. The Series A Preferred Stock and Series C Preferred Stock are non-voting. Each share of Series B Preferred Stock has the right to cast a number of votes equal to four times the votes of all of the shares of our outstanding common stock with respect to any and all matters presented to the holders of common stock for their action."
http://ih.advfn.com/stock-market/USOTC/simlatus-pk-SIML/stock-news/83118995/proxy-statement-other-information-preliminary-pr
Correct, and there is no good reason for most of them to even become public companies unless they 'intend' to be a share selling scheme for the enrichment of insiders, CD buyers, and internet front load groups.
Sorry but that covers the 'process' of purchasing after they have approval.
Cart before the horse?
There will be no buyback. State and federal Securities laws prohibit public companies from using 'Shareholder owned' corporate assets to buy back stock, or pay dividends, without showing financials to prove they have the 'excess' capital from which to do it (without depleting shareholder assets needed by the business).
The recent 10-Q did not show that?
“One of the saddest lessons of history is this: If we’ve been bamboozled long enough, we tend to reject any evidence of the bamboozle. We’re no longer interested in finding out the truth. The bamboozle has captured us. It is simply too painful to acknowledge,,,even to ourselves...that we’ve been so credulous.” — Carl Sagan `
Before you jump into this scam too with both feet yelling Weeeeee, you should review your SIML's financials and most of your questions will be answered. Optempus is Scott Sand and his minions including his partner/wife Donna Murtaugh
Excerpts from the SIML 2019 10-K:
https://www.otcmarkets.com/filing/html?id=14196409&guid=b176UKAgXc9Hf3h
Optempus Investments, LLC
On September 4, 2019, the Company received $25,000 cash from the issuance of a convertible promissory note with Optempus Investments, LLC in the amount of $25,000. The note bears interest at 6% (increases to 24% per annum upon an event of default), matures on April 4, 2020, and is convertible into the lower of 1) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of the note, and 2) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $25,000 due to this conversion feature, and $13,850 has been amortized to the statement of operations. The debt discount had a balance at December 31, 2019 of $11,150. As of December 31, 2019, the note had a principal balance of $25,000 and accrued interest of $485.
On September 13, 2019, the Company received $20,000 cash from the issuance of a convertible promissory note with Optempus Investments, LLC in the amount of $20,000. The note bears interest at 6% (increases to 24% per annum upon an event of default), matures on April 13, 2020, and is convertible into the lower of 1) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of the note, and 2) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $20,000 due to this conversion feature, and $8,851 has been amortized to the statement of operations. The debt discount had a balance at December 31, 2019 of $11,149. As of December 31, 2019, the note had a principal balance of $20,000 and accrued interest of $358.
On October 15, 2019, the Company received $25,000 cash from the issuance of a convertible promissory note with Optempus Investments, LLC in the amount of $25,000. The note bears interest at 6%, matures on June 15, 2020, and is convertible into 70% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $25,000 due to this conversion feature, and $7,889 has been amortized to the statement of operations. The debt discount had a balance at December 31, 2019 of $17,111. As of December 31, 2019, the note had a principal balance of $25,000 and accrued interest of $316.
10. CONVERTIBLE PREFERRED STOCK
Series A Convertible Preferred Stock
On October 26, 2018, the Company issued 488,827 Series A Convertible Preferred shares at $1.79 per share to Donna Murtaugh, to settle liabilities of $875,000 owed to her pursuant to the Asset Purchase Agreement dated March 9, 2016.
On January 9, 2019, the Company entered into an Asset Purchase Agreement Proscere Bioscience Inc., a Florida Corporation. Pursuant to the Asset Purchase Agreement, Proscere Bioscience assigned and transferred all of its right, title, and interest to its fixed assets and “know how” to Simlatus Corporation. These assets and “know how” pursuant to the 5 year Exclusive Distribution & License Agreement dated January 9, 2019 are valued at $3,000,000. As consideration for the assets and “know how” Simlatus Corporation issued 1,675,978 shares of Convertible Preferred Series A stock at a price of $1.79 per share. At that time, Proscere Bioscience became a wholly subsidiary of Simlatus Corporation.
On April 10, 2019, the Board of Directors repurchased and returned to treasury 25,140 Convertible Preferred Series A Shares in the name of Optempus Investments, LLC. The company authorized and paid the payment of $45,000 to Optempus Investments, LLC for the repurchase of 25,140 Convertible Preferred Series A at $1.79 per share. This transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction Systems. The Convertible Preferred Series A Stock is convertible to common stock at market price the day of conversion.
On June 3, 2019, the Board of Directors repurchased and returned to treasury 18,159 Convertible Preferred Series A Shares in the name of Optempus Investments, LLC. The company authorized and paid the payment of $32,505 to Optempus Investments, LLC for the repurchase of 18,159 Convertible Preferred Series A at $1.79 per share. This transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction Systems. The Convertible Preferred Series A Stock is convertible to common stock at market price the day of conversion.
The Series A Convertible Preferred Stock has been classified as mezzanine equity since it embodies a conditional obligation that the Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based on a fixed monetary amount known at inception. Each share of the Convertible Series A Preferred Stock has a fixed value of $1.79 per share, has no voting rights, and is convertible into common stock at closing market price on the date of conversion. The Company has recorded $10,713,594, which represents 5,985,248 Series A Preferred Stock at $1.79 per share, issued and outstanding as of December 31, 2019, outside of permanent equity and liabilities.
Excerpts from the SIML 2019 10-K:
https://www.otcmarkets.com/filing/html?id=14196409&guid=b176UKAgXc9Hf3h
Optempus Investments, LLC
On September 4, 2019, the Company received $25,000 cash from the issuance of a convertible promissory note with Optempus Investments, LLC in the amount of $25,000. The note bears interest at 6% (increases to 24% per annum upon an event of default), matures on April 4, 2020, and is convertible into the lower of 1) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of the note, and 2) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $25,000 due to this conversion feature, and $13,850 has been amortized to the statement of operations. The debt discount had a balance at December 31, 2019 of $11,150. As of December 31, 2019, the note had a principal balance of $25,000 and accrued interest of $485.
On September 13, 2019, the Company received $20,000 cash from the issuance of a convertible promissory note with Optempus Investments, LLC in the amount of $20,000. The note bears interest at 6% (increases to 24% per annum upon an event of default), matures on April 13, 2020, and is convertible into the lower of 1) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of the note, and 2) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $20,000 due to this conversion feature, and $8,851 has been amortized to the statement of operations. The debt discount had a balance at December 31, 2019 of $11,149. As of December 31, 2019, the note had a principal balance of $20,000 and accrued interest of $358.
On October 15, 2019, the Company received $25,000 cash from the issuance of a convertible promissory note with Optempus Investments, LLC in the amount of $25,000. The note bears interest at 6%, matures on June 15, 2020, and is convertible into 70% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $25,000 due to this conversion feature, and $7,889 has been amortized to the statement of operations. The debt discount had a balance at December 31, 2019 of $17,111. As of December 31, 2019, the note had a principal balance of $25,000 and accrued interest of $316.
10. CONVERTIBLE PREFERRED STOCK
Series A Convertible Preferred Stock
On October 26, 2018, the Company issued 488,827 Series A Convertible Preferred shares at $1.79 per share to Donna Murtaugh, to settle liabilities of $875,000 owed to her pursuant to the Asset Purchase Agreement dated March 9, 2016.
On January 9, 2019, the Company entered into an Asset Purchase Agreement Proscere Bioscience Inc., a Florida Corporation. Pursuant to the Asset Purchase Agreement, Proscere Bioscience assigned and transferred all of its right, title, and interest to its fixed assets and “know how” to Simlatus Corporation. These assets and “know how” pursuant to the 5 year Exclusive Distribution & License Agreement dated January 9, 2019 are valued at $3,000,000. As consideration for the assets and “know how” Simlatus Corporation issued 1,675,978 shares of Convertible Preferred Series A stock at a price of $1.79 per share. At that time, Proscere Bioscience became a wholly subsidiary of Simlatus Corporation.
On April 10, 2019, the Board of Directors repurchased and returned to treasury 25,140 Convertible Preferred Series A Shares in the name of Optempus Investments, LLC. The company authorized and paid the payment of $45,000 to Optempus Investments, LLC for the repurchase of 25,140 Convertible Preferred Series A at $1.79 per share. This transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction Systems. The Convertible Preferred Series A Stock is convertible to common stock at market price the day of conversion.
On June 3, 2019, the Board of Directors repurchased and returned to treasury 18,159 Convertible Preferred Series A Shares in the name of Optempus Investments, LLC. The company authorized and paid the payment of $32,505 to Optempus Investments, LLC for the repurchase of 18,159 Convertible Preferred Series A at $1.79 per share. This transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction Systems. The Convertible Preferred Series A Stock is convertible to common stock at market price the day of conversion.
The Series A Convertible Preferred Stock has been classified as mezzanine equity since it embodies a conditional obligation that the Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based on a fixed monetary amount known at inception. Each share of the Convertible Series A Preferred Stock has a fixed value of $1.79 per share, has no voting rights, and is convertible into common stock at closing market price on the date of conversion. The Company has recorded $10,713,594, which represents 5,985,248 Series A Preferred Stock at $1.79 per share, issued and outstanding as of December 31, 2019, outside of permanent equity and liabilities.
Excerpts from the SIML 2019 10-K:
https://www.otcmarkets.com/filing/html?id=14196409&guid=b176UKAgXc9Hf3h
Optempus Investments, LLC
On September 4, 2019, the Company received $25,000 cash from the issuance of a convertible promissory note with Optempus Investments, LLC in the amount of $25,000. The note bears interest at 6% (increases to 24% per annum upon an event of default), matures on April 4, 2020, and is convertible into the lower of 1) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of the note, and 2) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $25,000 due to this conversion feature, and $13,850 has been amortized to the statement of operations. The debt discount had a balance at December 31, 2019 of $11,150. As of December 31, 2019, the note had a principal balance of $25,000 and accrued interest of $485.
On September 13, 2019, the Company received $20,000 cash from the issuance of a convertible promissory note with Optempus Investments, LLC in the amount of $20,000. The note bears interest at 6% (increases to 24% per annum upon an event of default), matures on April 13, 2020, and is convertible into the lower of 1) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of the note, and 2) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $20,000 due to this conversion feature, and $8,851 has been amortized to the statement of operations. The debt discount had a balance at December 31, 2019 of $11,149. As of December 31, 2019, the note had a principal balance of $20,000 and accrued interest of $358.
On October 15, 2019, the Company received $25,000 cash from the issuance of a convertible promissory note with Optempus Investments, LLC in the amount of $25,000. The note bears interest at 6%, matures on June 15, 2020, and is convertible into 70% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $25,000 due to this conversion feature, and $7,889 has been amortized to the statement of operations. The debt discount had a balance at December 31, 2019 of $17,111. As of December 31, 2019, the note had a principal balance of $25,000 and accrued interest of $316.
10. CONVERTIBLE PREFERRED STOCK
Series A Convertible Preferred Stock
On October 26, 2018, the Company issued 488,827 Series A Convertible Preferred shares at $1.79 per share to Donna Murtaugh, to settle liabilities of $875,000 owed to her pursuant to the Asset Purchase Agreement dated March 9, 2016.
On January 9, 2019, the Company entered into an Asset Purchase Agreement Proscere Bioscience Inc., a Florida Corporation. Pursuant to the Asset Purchase Agreement, Proscere Bioscience assigned and transferred all of its right, title, and interest to its fixed assets and “know how” to Simlatus Corporation. These assets and “know how” pursuant to the 5 year Exclusive Distribution & License Agreement dated January 9, 2019 are valued at $3,000,000. As consideration for the assets and “know how” Simlatus Corporation issued 1,675,978 shares of Convertible Preferred Series A stock at a price of $1.79 per share. At that time, Proscere Bioscience became a wholly subsidiary of Simlatus Corporation.
On April 10, 2019, the Board of Directors repurchased and returned to treasury 25,140 Convertible Preferred Series A Shares in the name of Optempus Investments, LLC. The company authorized and paid the payment of $45,000 to Optempus Investments, LLC for the repurchase of 25,140 Convertible Preferred Series A at $1.79 per share. This transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction Systems. The Convertible Preferred Series A Stock is convertible to common stock at market price the day of conversion.
On June 3, 2019, the Board of Directors repurchased and returned to treasury 18,159 Convertible Preferred Series A Shares in the name of Optempus Investments, LLC. The company authorized and paid the payment of $32,505 to Optempus Investments, LLC for the repurchase of 18,159 Convertible Preferred Series A at $1.79 per share. This transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction Systems. The Convertible Preferred Series A Stock is convertible to common stock at market price the day of conversion.
The Series A Convertible Preferred Stock has been classified as mezzanine equity since it embodies a conditional obligation that the Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based on a fixed monetary amount known at inception. Each share of the Convertible Series A Preferred Stock has a fixed value of $1.79 per share, has no voting rights, and is convertible into common stock at closing market price on the date of conversion. The Company has recorded $10,713,594, which represents 5,985,248 Series A Preferred Stock at $1.79 per share, issued and outstanding as of December 31, 2019, outside of permanent equity and liabilities.
Typical ploy by Pinky CEOs is to get some pinky player on the phone to unwittingly (or wittingly) help him spread his 'story' and avoid any government regulators that might be watching.
It's just hearsay until a filing is made and approval received from the regulators for a 'divy' of any kind.
GLTA and JMO
Hard to comment on a 'divy' that's illegal (as announced) and not very likely to happen.
GLTY and JMO
"Even if they will buy back 500mil shares @.003 (total of $1.5 mil) the OS will be over 700mil. Nothing will change, they diluted this stock too much and dilution still continues."
Well said! I agree 100%.
"BBRW SEC filings are not and contradict everything said in BBRW PRs"
Well said!
Yes but there is no name on the signature line for Bgreen and neither signature is legible. FAKE?? Bgreen was not registered as a Florida Company until Dec 29, 2019?? Nice pictures though...exact same ones used previously in SIML SCAM promotion materials?
https://www.otcmarkets.com/filing/html?id=13757729&guid=5_26UqpiBsU2wyh#EX10-1_HTM