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Indeed. MPET was a functioning business with net assets. Because those assets were worth 3% of the combined total, MPET shareholders got 3% of TELL.
TGLO is an empty shell with net liabilities. If Delfin merges into TGLO and they contribute 100.1% of the assets, what will their ownership % be in the combined company? The answer is not 70.9%, you can bet on that.
You're completely wrong, but we'll have to wait for Delfin to announce their moves.
Til then it's all just speculation.
P.S. read up on registration statements (S-4 in the case of TGLO). They need to be declared effective (aka, approved) by the SEC.
Here is TELL's for example. https://www.sec.gov/Archives/edgar/data/61398/999999999517000095/xslEFFECTX01/primary_doc.xml
You'll note the process started on 10/3/16, went through through 4 amended filings, then was finally declared effective on 1/13/17.
https://www.sec.gov/Archives/edgar/data/61398/000006139816000101/0000061398-16-000101-index.htm
I don't think the SEC approves anything other than a registration statement. Delfin simply needs majority shareholder approval for any changes to the shares structure, which of course, they have. They can similarly amend the articles of incorporation as majority shareholder to create new classes of stock with new rights.
If however, they granted themselves new shares with no valuable consideration given to TGLO, it's likely they would be subject to minority shareholder lawsuits and probably lose.
However if they sell their assets in exchange for shares, that's a different story, since TGLO has literally negative assets. They can take whatever shares they like.
The reason they won't go the "super voting preferred" route is that it greatly reduces the possible cash they can raise. A reverse split, with shares sold to TGLO so Delfin owns 99%+ of the O/S will allow a much larger capital raise, with new capital being valued the same as Delfin's capital contribution. Any merger MUST recognize the relative value of what each party contributes to the merged entity. Delfin contributes 100% of the assets and 100% of the expenses. New shareholders contribute additional funds to move the business forward. Existing shareholder contribute nothing.
How does it save any time or money? The 10Q is for the period ending a month ago. There's absolutely no reason to delay, other than they haven't decided what to do, or completed all the paperwork needed.
Assuming Delfin wants to use TGLO to raise funds (and that's not a foregone conclusion by any means), there are many steps involved.
First they'll need to reverse merge. That will require assigning relative value to the Delfin shares and the TGLO shares, executing a reverse split and then exchanging Delfin shares for TGLO shares at the approved ratio. That will require a proxy filing, which is no small task.
Next they'll need to file an S-1 and register shares for sale with a prospectus and a huge amount of detail. Again, a complicated process.
Once the S-1 is declared effective by the SEC (and that often takes time and amendments), then the secondary offering can move forward.
They may also want to uplist to Nasdaq at some point.
There's always the possibility that Delfin decides they're better off doing an IPO directly onto Nasdaq.
https://www.thestreet.com/story/13417591/1/reverse-mergers-losing-out-to-lower-cost-offerings.html
Gotta drop another 9% or so to hit the 52 week low, but no worries - it will get there.
$1 million in toxic notes Q4. They spent about $500k in cash in Q4 and cash balance was $65k at year end. I wonder what Q1s toxic notes will be.
Kodiak, Group Ten, Black Mountain Equities, Fourth Man, Emunah - they're all making bank off retail buyers of PNTV stock.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=140115556
"Funding entity" is another word for toxic lender.
Any insider or 5% owner buying or selling shares is required to file a form 4, so that's not happening.
The company's only source of cash is toxic notes and they need cash to keep the lights on. They're certainly not buying back stock.
The company hasn't hit a revenue projection or a due date in more than a decade. It's unlikely they're going to start now. The only success they've had is making toxic lenders rich and diluting the stock to retail.
As far as the stock being expensive, forget "going to get". It's over priced at any price because whatever anyone buying shares pays, toxic lenders pay less than half that with their diluting shares.
And O/S went from 1.5 billion to 5 billion in 12 months.
They'll need a reverse split very soon now.
No, they'll reverse split at some point. Raising the A/S won't help the toxic lenders and the company needs a ton more toxic notes, even if it has lost Cresent.
Must have been an amazing video with both bid and ask below $.04 now and ask size 5X the bid size.
Oh PNTV.
Did they way when Brett is moving on to MJVP?
I think it might be best to wait until after the 10Q is filed (due 5/15) as I suspect that may create the next leg down with some shareholders expecting an RM before or with that filing.
And the company's perpetual BS and missed dates will continue as they have for decades.
Yup, bid now down to $.0382 with 35k. Ask at $.0424 with 225k.
Not looking good. Though relative to post-10Q, probably great.
Gonna be another attempt to pump the stock ahead of the 10Q release which will likely be another disastrous quarter with more toxic notes issued.
I suspect it will have the opposite effect of that intended.
Big buyer at $.1101 with a hidden position getting a lot of action yesterday and today. With the ask at only $.112, I wonder how long he'll hold that price.
Today's volume was 3X the average and most of the down days have seen above average volume. The stock has steadily declined since the 10K showed there was no Comcast money and over $1 million in new toxic notes in Q4'17.
Look for continuing declines as the 10Q reveals more losses and more toxic notes, and as the existing note holders continue to convert and dump shares on retail at greater and greater profits to themselves.
LOL, "now"? TGLO has been on that list for a year, at roughly the same number of shares (80k to 120k). Just select a different reporting period.
You might also note that TGLO has a lot of company with over 7,000 OTC stocks with an open short position.
Lastly, because of the tremendous margin cost for shorting an OTC stock and the high risk, you'll find that there are no retail shorts - just MM shorts waiting to be closed out the next day.
Once you see over $1 million in new toxic notes in Q4, the lack of any money from Comcast, the constant delays in revenues coupled with PNTV's past performance of the same "promise the world, deliver nothing except dilution" makes it pretty clear this is going to get far worse, not better. As toxic note holders get more desperate, they convert more quickly and the price falls, which causes a death spiral in the PPS.
I'm betting the 10Q (which of course will be delayed the maximum) will accelerate the decline.
"Full on melt-down mode continues heading into the 10K filing. With more than a month to go, who knows how low this will be when they file.
And it will probably fall even lower after the filing.
I expect a LARGE increase in the toxic notes."
I certainly called that one!!!
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=140115556
You certainly called that correctly. Looks like it may be back to the single digits soon.
Picasso took the day off!!! Maybe he's figured out the downside to his paints.
2 $.1201 sells mid afternoon for 34k shares
2 $.133 buys around 2pm for 15k shares
2 $.1221 sells for 10k at 3:48
then 50 shares reported after hours - probably rounding out the 10k at $.1221
10% drop on the day. Will tomorrow finally be an up day without the closing paint??
Stay tuned.
So no trades are executed on a stock until someone buys shares, then sells them?
ROFLAMO. Lots of trading commissions have been paid in error. We're due BILLIONS in refunds.
Too, too funny.
I would recommend you review the definition of "OR".
Embarrassing indeed.
And don't all the people who bought shares in TGLO that those weren't trades because they haven't sold yet. I think their broker may have a different view.
LOL, putting aside why anyone would buy a stock but never sell, you're still wrong.
I'll show you the SEC statement again to prove it.
Illegal insider trading refers generally to buying OR selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information about the security.
https://www.sec.gov/fast-answers/answersinsiderhtm.html
That is completely wrong. Insider trading is buying OR selling on non-public inside information.
https://www.sec.gov/fast-answers/answersinsiderhtm.html
Illegal insider trading refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information about the security.
LOL, it's in every filing.
On December 12, 2017, the Company issued 567,968 shares of common stock upon the conversion of $38,849, consisting of $35,000 of outstanding principal and $3,849 of unpaid interest, on the First EJR Note.
PPS ~ $.10, conversion price $.068/share
On December 11, 2017, the Company issued 757,576 shares of common stock upon to the conversion of $40,000 of outstanding principal on the First Gemini Note.
PPS ~ $.095 , conversion price $.053/share
On December 11, 2017, the Company issued 757,576 shares of common stock upon the conversion of $40,000 of outstanding principal on the First Black Mountain Note.
PPS ~ $.095 , conversion price $.053/share
On December 6, 2017, the Company issued 908,760 shares of common stock upon to the conversion of $50,000 of outstanding principal on the Second Group 10 Note.
PPS ~ $.09 , conversion price $.05/share
And that's just Q4.
It's very likely they'll do a reverse split soon as the O/S looks to be maxxed out at 5 BILLION and they need more toxic loans to keep the doors open.
I'd wait until at least after the R/S.
Then I'd still wait.
Good luck!
I think the difference is that Egan is not a typical stinky pinkie owner/manager. He's a billionaire with a worthless shell that sucked his time and money (albeit, pocket change). His 4.99% share is now worth several million dollars now and he doesn't need money anyway. He's also in his 70s and it's clear TGLO wasn't going anywhere.
So he essentially gave it away to someone he knew wasn't a typical OTC pump and dump scamster. Heck, he probably thought he was doing right by his previous investors since the stock was virtually worthless before Delfin. He just didn't count on the misunderstanding of how reverse mergers work by small time investors.
I agree that if Delfin does a successful secondary offering or two for several hundred million dollars, uplists to the Nasdaq and can partner with some bigger players to deliver on the floating LNG plans, it may be worth billions at that point. That's not only a LONG way off, but as you point out, by that time (in fact, but the time of the first merger of Delfin and TGLO's assets and the first secondary offering), existing TGLO shareholders will own a negligible percentage of the company.
To believe there was a significant financial payout, you'd have to believe Comcast agreed to settle and pay money, but PNTV said, "No, we'll take out more toxic loans, don't pay us any money now, hold off for (insert timing here)".
This is a company that issued over $1 million in NEW toxic notes following the settlement. Doesn't sound right to me.
On December 15, 2017, the Company received net proceeds of $120,000 in exchange for an unsecured convertible promissory note that carries a 10% interest rate with a face value of $122,400 (“Third Group Ten Note”), which matures on December 15, 2018. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the average of the two lowest closing traded prices of the Company’s common stock over the fifteen (15) trading days preceding the conversion date. The note holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance costs of $2,400 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 30 million shares of common stock for potential conversions. $ 122,400 $ -
On November 8, 2017, the Company amended the two notes with Black Mountain Equities, Inc. (“First Black Mountain Note”) and Gemini Master Fund, Ltd. (“First Gemini Note”). The amended notes extended the maturity dates to December 9, 2017, increased the principal amount owed by $8,250 each, and established conversion features. The principal and interest became convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the lowest volume weighted average price (“VWAP”) over the fifteen (15) trading days preceding the conversion date, as limited to $40,000 of conversion during any 10 day trading period. The notes were originally entered into on May 8, 2017, pursuant to which the Company sold to each Investor, for a purchase price of $150,000, (i) a Promissory Note (a “Note”) in the principal amount of $165,000, and (ii) a Warrant exercisable until May 31, 2022 to purchase 1,500,000 shares of the Company’s common at a price of $0.14 per share (a “Warrant”), resulting in aggregate gross proceeds to the Company of $300,000. Each Note matures on November 8, 2017, bears interest at a rate of 10% per annum payable at maturity, and is subject to acceleration in the event the Company becomes delinquent in its reporting obligation with the Securities and Exchange Commission and upon other customary events of default set forth in the Notes. The Warrants can be exercised on a cashless basis by the Investors, and the Company can require the Investors to exercise the Warrants on a cashless basis at any time following the six-month anniversary of the issuance date, provided that at such time (i) the volume weighted average price of the common stock has been greater than $0.25 for a period of thirty (30) consecutive trading days, and (ii) trading in the common stock has not been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading). On December 11, 2017, each noteholder converted $40,000 of principal in exchange for the issuance of 757,576 shares each. The note is currently in default.
266,500 -
On November 8, 2017, the Company issued a $200,000 promissory note (“Second Group Ten Note”) in exchange for the debt acquired from Rxmm, as note below. The new note matures on November 8, 2018. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the average of the two lowest closing traded prices of the Company’s common stock over the ten (10) trading days preceding the conversion date. The note holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company must at all times reserve at least 50 million shares of common stock for potential conversions. On December 6, 2017, the noteholder converted $50,000 of principal in exchange for the issuance of 908,760 shares. 150,000 -
On November 7, 2017, the Company received net proceeds of $120,000 in exchange for an unsecured convertible promissory note with a face value of $122,400 (“First Group Ten Note”), which matures on November 7, 2018. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to seventy percent (70%) of the average of the two lowest closing traded prices of the Company’s common stock over the fifteen (15) trading days preceding the conversion date. The note holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance costs of $2,400 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 50 million shares of common stock for potential conversions. 122,400 -
On November 8, 2017, provisions within two notes with Black Mountain Equities, Inc. (“Second Black Mountain Note”) and Gemini Master Fund, Ltd. (“Second Gemini Note”) established conversion features. The principal and interest became convertible into shares of common stock at the discretion of the note holder at a price equal to seventy five percent (75%) of the lowest traded price during the fifteen (15) trading days preceding the conversion date. The notes were originally entered into on September 14, 2017, the Company entered into a Securities Purchase Agreement with Black Mountain Equities, Inc. and Gemini Master Fund, Ltd. (the “Investors”), pursuant to which the Company sold to each Investor, for a purchase price of $150,000, (i) a Promissory Note (a “Note”) in the principal amount of $158,000, and (ii) a Warrant exercisable until May 31, 2022 to purchase 1,500,000 shares of the Company’s common at a price of $0.14 per share (a “Warrant”), resulting in aggregate gross proceeds to the Company of $300,000. Each Note matures on March 14, 2018, bears interest at a rate of 10% per annum payable at maturity, and is subject to acceleration in the event the Company becomes delinquent in its reporting obligation with the Securities and Exchange Commission and upon other customary events of default set forth in the Notes. The Warrants can be exercised on a cashless basis by the Investors, and the Company can require the Investors to exercise the Warrants on a cashless basis at any time following the six-month anniversary of the issuance date, provided that at such time (i) the volume weighted average price of the common stock has been greater than $0.25 for a period of thirty (30) consecutive trading days, and (ii) trading in the common stock has not been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading). 316,000 -
On October 27, 2017, the Company received net proceeds of $73,000 in exchange for an unsecured convertible promissory note that carries an 8% interest rate with a face value of $76,500 (“First Fourth Man Note”), which matures on October 27, 2018. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to seventy five percent (75%) of the lowest traded price of the Company’s common stock over the fifteen (15) trading days preceding the conversion date. The note holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance costs of $3,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 5 million shares of common stock for potential conversions. 76,500 -
On October 27, 2017, the Company received net proceeds of $73,000 in exchange for an unsecured convertible promissory note that carries an 8% interest rate with a face value of $76,500 (“First Emunah Note”), which matures on October 27, 2018. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to seventy five percent (75%) of the lowest traded price of the Company’s common stock over the fifteen (15) trading days preceding the conversion date. The note holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance costs of $3,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. The Company must at all times reserve at least 5 million shares of common stock for potential conversions. 76,500
PNTV doesn't repay toxic loans and toxic lenders don't want to be repaid. They make much more money dumping the toxic shares to retail buyers as they have for years, earning millions in the process.
Now if only the toxic note holders would forgive their debt and stop diluting the stock to a reverse split, it would be great.
Of course, that will never happen.
How does the current CEO earn severance payments?
And big of him to write off uncollectable debts to himself.
What a scam.
Don't see anything changed from the last S1/A, but it confirms they are up to their neck in toxic debt.
As of December 31 , 2017, we had convertible notes outstanding with a cumulative outstanding principal balance of $ 1,165,300 which, if not converted into our common stock, require repayment at a premium to the outstanding balance, resulting in the need for approximately $ 2,500 ,000 in liquid capital. If, rather than repay these notes, we allow them to convert into our common stock, the conversions would be done at a discount to the market price of our common stock. The potential dilutive effects of these conversions at various conversion prices below our most recent market price of $0. 05 per share is as follows:
p.9 https://backend.otcmarkets.com/otcapi/company/sec-filings/12711852/content/html
Actually the reason he owns 4.99% of the shares is that he does not need to amend his 13D when he sells those shares.
When the rule is "The Section 13(d) reporting requirement is satisfied by filing Schedule 13D with the SEC. Schedule 13D must be filed within 10 days of crossing the 5% ownership threshold. Schedule 13D must be amended promptly to reflect any material changes in the information provided. “Promptly” is not defined in the 1934 Act but is generally interpreted to mean less than two business days. " https://www.investmentfundlawblog.com/resources/investments-by-funds/acquiring-5-publicly-traded-company/, it's pretty obvious why anyone would hold exactly 4.99% of the O/S, no?
BTW, Egan must report any sales or purchases within 6 months of his resignation, "However, transactions occurring after a person terminates officer or director status must be reported if they occur within six months of a transaction that took place while the person was an officer or director. " https://www.olshanlaw.com/resources-alerts-111.html .
He is however required to be listed as a beneficial owner in the 10K, given his 75%+ ownership during 2017, the period for which the 10K covers.
The SEC and I can tell you that's wrong.
The company writes the 10-K and files it with the SEC. Laws and regulations prohibit companies from making materially false or misleading statements in their 10-Ks. Likewise, companies are prohibited from omitting material information that is needed to make the disclosure not misleading. In addition, as noted above, the Sarbanes-Oxley Act requires a company’s CFO and CEO to certify the accuracy of the 10-K.
https://www.sec.gov/fast-answers/answersreada10khtm.html
Actually the 4.99% is pretty telling. The most he could hold without reporting anything or being considered an insider.
He could have sold it all or he could have kept 25%, but he did neither.
Time will tell and the good news is that for anyone who thinks Delfin is handing 29.1% of billions in assets to TGLO shareholders, they can buy shares at a fraction of that value.
Me, I'm sticking with my expectation of a significant reverse split, TGLO shareholders holding 1% or less of the company and a secondary offering that brings in some cash that Delfin needs badly.
GLTA.
Mr. Jones however is not a billionaire.
The rule that said the 10K is reporting on 2017, when he was a 76% shareholder.
Mr. Egan is likely a billionaire at this point. He's 76 years old. He had one company left sucking his time and now it's gone. Maybe he'll hold that 4.95% until it becomes .0495%.
Imagine if he sold at 33 cents, or even 10 cents (his selling his 21.8 million shares would certainly cause a price decline). He'd make a few million dollars - about what he earns in interest in his checking account and risk being sued by disgruntled TGLO investors when those who bought his shares suddenly find them worth almost nothing.
He's not looking at Delfin to make him rich. He is rich. He's looking for Delphin to take TGLO off his hands. Which they did.
At 76 years old, one of the many things Mr. Egan does not need is money from Delfin. He wanted to have this albatross off his back, which he now has.
He may well decide never to sell his shares, but let them go worthless to avoid any claims of insider trading. With this last time suck gone, he can enjoy his retirement years with his family.
https://www.nytimes.com/1999/02/07/business/private-sector-an-investor-who-shops-for-spunk.html