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It's been maybe 10+ years since my OTC days. when I researched and learned the OTC market rules. So much of what I post now is more of a recalled feeling, then factual black & white thing.
Meaning as I recall the way the OTC market is set up. In order for a non listed non public company t becomes listed, on the OTC. They must have a market maker back their entry. This market maker must hold a % age of the company OS to settle unanswered trades on the market.
Basically most start ups with low price stock don't find the amount of liquidity needed to be freely traded without a market maker who has a large enough inventor to help orders close.
Thus the OTC market: where M&M receive orders and if they see enough interest in the electronic system they place the orders there. If not, they are to close the order from their inventory, keeping the trading flow going.
All M&Ms must have a private inventor of the company stock they represent, that's how you see the M&M ID's. I think the inventory is far less then the M&M which back the company entry onto the OTC. But they need an inventory.
So you place an order. It goes to the M&M with a relationship with your broker. You're order isn't handled by you broker any longer. Unless you broker is a broker/dealer on the OTC. At any rate your order is in the hands of a market maker before it is closed. And this M&M decides if he needs to close it from his inventory or to place it on the electronic open market for another M&M to close.
This is the difference from the big boards. You need to be an OTC broker/dealer to place and close orders on the OTC electronic system. All brokers don't have access like the big boards. Not sure if this is still allowed but M&M dealers use to be able to close trades they received by phone, with other dealers. Keeping much of the actual trade flow from retail sight. Then they would report the trade settling between M&Ms, end of day with a "T" trade. I think now "T" trade reporting is only for large block orders given to the market maker by a major client now. And every trade closed off market needs to be placed on the electronic system with in 1 hr. ?
This is the 2 tier system designed to keep trade flow within a low liquidity market. This system allows for M&Ms to front trade and arbitrage for profits. Also naked short during emotion run. And believe me before 2006 that was the OTC market. 90% manipulated by M&Ms. But since REG SHO was given teeth, the M&M manipulation was cut way down. WAY down.
So this is my feeling on the OTC market operation as I recall. There may be some minor errors and also changes made over the years; I haven't keep up. But basically this is the market we trade.
-------------------------------------------------------
Back in the day you would see 30 M&M IDs on every OTC stock. Most of those firms have been fined and regulated out of existence. To now days there are 5,7,9 M&Ms. And they don't cheat as much as they use to.
Bac in e only way succeed on the OTC was day trade based on the bid/ask stacks builds. You had to be a master of seeing burst trades, double block order closes, trade close stalls, bid/ask opening and closings and the like. Everything was manipulation ahd how well one could inturpid it.
SEE my post 45724 & mainly 45726
When a OTC company reports funding and the dilution given for the funding. That dilution is VERY VERY often sold later in the open market for large profits in manipulated runs.
The rule of thumb for this action is first there is are 3 volume spikes from very low volume levels. Next there is a price pop over several days. And last within 3 to 5 weeks there is a major run where the funders sell their new shares for the ROI on their investment cash to the company.
From under my tin foil hat; I believe the funders do the manipulation, by buying the ask stack. Then sell into the created emotion run. I also believe during this several week process, company management buys in at lows on the days you notice volume spikes with little or no price pops. So they can take part when the funder run it.
CLKA has been in this process of major dilution for funding, price & volume pop for retail attention, Stall and accumulation buy insider, for 4 weeks now. Should find out if this is real or speculation soon.
NOT a recommendation to buy.
Shorting penny stocks.
Thought I should let you know there isn't any shorting of OTC stocks, that all the message board posters post about!
1st you can only short stocks (big board or OTC) from a margin account. Few penny players event have margin accounts.
2nd if they do it requires $2.50 for each share shorted, on stocks priced under $2.50.
If one did short say a .01 cent stock for 10000 shares or a $100 short investment, they would need $25,000 in their margin account.
Now try a double or triple zero stock. It just doesn't happen! People don't short OTC stocks !!!
Now I know someone is going to say what about the websites which report short sales volume. Short sales volume is NOT short volume. It's volume which was not cleared for the day. As I recall M&Ms have 3 days to clear their daily traded volume. And I think 11 or 13 days before it's reported as actual naked short on REG SHO. So basically short sales volume is temporary naked short volume until cleared. It never has anything to do with actual shares held short, betting the stock price will fall.
I will add, if you see anyone talking about a short attack on a message board, disregard their opinion about anything. Because they have little knowledge about the market they trade! IMO
One last thing I'd like to mention to you. Keep in mind the OTC is a 2 tier trading platform. You don't aways see what's really being traded!!!
M&Ms have the ability to front trade their inventor off the electronic trade system, meaning hind true retail sentiment. Then close the day with a "T" trade settle. They have the ability to slow/stop runs and push/create dives. Whether or not this ability is still used I don't know. But if you find yourself involved with a sub or micro penny. Check end of day time & sales long after market close. If you find "T" trades. They are playing god and be careful with any 10% day trade planned.
IHUB daily trades portal; https://ih.advfn.com/stock-market/USOTC/clikia-corp-CLKA/trades
NO "T" trades, but notice the (?) black area. That's tier 1 trades. PS; trade 35 & 36 was me. LOL Just a small taste to see how they played with it. Went to tier 2. BUY high of the day.
What you just posted about in your private message is another form of manipulation on the OTC. Back in the pre 2006 days trading groups, usually overseas, would pool cash to do that. Matter of fact one asked me to join them. Didn't
The key is knowing retail buys runs and sells retraces. I would teach then; you need 10% of the 30 day average daily volume to move an OTC stock during the day. If one risks more, you often couldn't get all out in one day and got caught. 10% of the volume was a strong rule of thumb. Not sure about now days.
Your the OTC master here. I only just started looking at the OTC again this year. Using a variation of long ago rules of thumb. But one thing my trading style would not allow me to do is hold for more.
I always have target / loss figures to trade. An I always trade the plan!!! Back in the wild west days I never got the whole pie, only my piece of it. Missed plenty of up side. But It how I trade. Happy with what I get. OK with what I lose.
It is insight; but priceless information only if it works. LOL
Many times I read the initial funding wrong and the second run doesn't come. You really need to wear a tin foil hat to protect your brain with these things. Else you may lose all logic and trade your belief rather then what you see happening.
The OTC gives not only large gains, but large losses. It takes experience to learn when to take that large loss, before it gets too big to except and you become a bag holder. You really have to go into every play with a win target and acceptable loss figure. And most important trade them !!!
I have a target of .025. But was a little concerned I didn't change lower today, due to volume not topping 3 days ago. Have some volume concern darkside isn't driving harder. Average runs last 3 to 5 days. My thoughts are they should have run it biggest day 4 with day 5 as an emotion surge cap. Watch for a high candle tail tomorrow. Today volume was not what I liked, but candle was good to close at my target anyway. Expect .025 easy to reach.
Ps; RNVA darkside accumulation day was Mar 15 unlike CLKA's the end of week 3. There's always variations but the basic rules of thumb are pretty accurate, with these OTC game plays..
My personal tin foil hat theory is accumulation days are management and runs are funders. in these plays. LOL
This turned out to be longer and more confusing then I expected when I started my replay.
What you see as selling, I see as buying or (accumulation) So here's why. Friday while the price was at .0008 there was huge accumulation. As I recall there was a 27 mil trade @ .0008 around 2:30/3pm. with bid .0008 ask .0009. Yes that was a sell. But also accumulation, as the volume for the day (until that point) was under 5 mil. And the day ended at 92 mil. Thus while the .0008 low area was sold strong! For someone (including you & I) it became accumulation at lows.
Today 90% of trades were at .0008. Ps; I bought the close today @ .0009 after adding again at .0008 earlier, to see if the market makers wanted the chart to close negative again. And they did not fill my order off market, but put it through on the electronic trading platform.
This action on my part was to judge any manipulation since the .001 support was broken. And my conclusion is it's free trading with retail getting bored.
Now about boredom, at the OTC. Rule of thumb is if the big guys which caused the previous (attention pop in price) doesn't run it before 4 weeks, retail will move out. It's been 3 weeks and the move out has started. End of week 3 92mil volume spike day and today (start of week 4) with weak, but average volume @ 11mil.
IMO the possible positive I've been seeing is a major 92 mil volume accumulation of someone big; buying this retail boredom move out. By showing my last minute buy the ask to close high for the day. IMO M&Ms have no desire to get more accumulation for the darkside. A good sign.
-------------------------------------------------------------
How the hell can I explain where I'm coming from more clear?
First you must understand I believe this trade is a gamble, a possible darkside manipulated play. Not stock trade! IMO someone within the management and/or funder (The darkside) has and will create runs, to give the funding deal it's ROI upfront. If I'm correct, it will run again. If wrong, it will eventually walk down to .0001.
What's most important for this theory is timing of volume and price more then price climb or retreat. Matter of fact look at RNVA it ran in week 4 after the attention price pop. http://schrts.co/pjTZhV This is normal for a driven/manipulated run on the OTC. Note the price and volume walk down week 3 there.
In the past, if I see boredom moving out in week 3. I really want to see the move out accumulated rather then volume interest walking down slowly. Walking down slow means no big guy participation. And odds are it's not a real darkside play. CLKA differed with RNVA in the huge volume day the end of week 3. If I see large accumulation on large volumes moving out. That gives me some comfort the darkside want's the retail herd around longer. If RNVA didn't run week 4 I'd call it a mistake and dump. One more note is CLKA's volume spike end of week 3 may be a signal it may run week 5 not 4. Have to watch.
You see; Retail does NOT buy retraces, they buy runs. So 2 days ago, when we saw 92 mil sold, THUS we saw 92 mil bought. And not only bought, but bought large. 27 mil in 1 trade. Little guys just don't buy that much in a price down turn on week 3.
This is NOT a call to buy. It's my expectations that a possible manipulated OTC run may occur. This week? Next week? It's up to when the darkside is setup where they want to be. And all my bull chit in this post is only saying, I still believe it's in darkside play mode.
Can't respond to private messages !
"what is BMIC attack today" ?
I saw major accumulation Friday. Also participated.
See post#45716 for double top chart target.
WOW DIRV
I missed a second entry it that one. Because it never formed the flag pattern I wanted. Oh well missed another one. Happens every day. Happy with my first trade though.
Right now my interest is in my second FAZ trade. Hoping for S&P reaching it's double top target of 2530 to close out another nice FAZ trade.
Also IMO if that S&P target is reached, it will complete the over all market correction and the market can get back to business, instead of freaking/ fluxing out every day.
S&P double top target 2530. Repost. Looking to move out of last week FAZ position and back into stock picking soon.
Wouldn't personally bother with that one. It's a big board stock, with bad problems seen in the 5 month walk down, since the first gap down. This one is in the possible delist area.
http://schrts.co/ijBwMy
IMO not a stock that has a reason to fill the gap. Retail phycology change doubtful. Thus the run away GAP at bottom of the fall.
I have a post in the yellow sticky post area above, on GAPS you may find interesting.
I'd keep an eye on CLKA. Your correct. I own it and have been watching daily. Saw a lot of new entries @ .0011 yesterday, block orders.
Have several posts here recently about CLKA funding darkside play and event though I'm in the red a little, I do feel comfortable that the .001 bottom will hold.
This part of the post is my personal speculation and should not be taken as gospel.
On average, after an attention pop. Like the one that happened 2 weeks ago. It takes 1 week to 1 month for the real drive higher to happen. And yesterdays volume surge, IMO, indicates insiders are thinking soon, As they load low early, before their plan to run for profits. So my call is watch the volume pops at this stage. Expect to see 1,2,or 3 volume pops within the .0009 and .0011 area. If you see this, get your finger on the buy trigger for any day the .0014 price level is challenged. IMO that will be the start of a several day major run.
We'll see !!! I could be completely wrong. But for now I'm in the game. First sign I'm wrong would be price ends in the triple zero area for more the 2 days. If I see that I'll take my loss on the 3rd red day and move on.
Ps; this afternoon I've noticed a small 900 share buy @ .0011 every time a order closes below that. This tells me someone want's the tape, to not fall apart. They're trying to hold the bottom @ .001.
what TA items are of most importance to you in signalling upcoming run for an OTC stock?
Both OTC & big board
Short answer; click #33417 in yellow sticky posts above.
But if you really want to know how I trade click the post I just made right below your post and watch the 2nd video for an hour.
Get to know how I work at the Market.
Was reviewing some old you tube vid's and feel with a few new to the board a good way to see what I'm partially about would be this 2014 post; about 45 min. Click YouTube bottom of vid player to see full screen. IHUB doesn't have full screen.
IT covers business plan trading, chart patterns, research, trade style, And my personal processes during home work.
Plan the trade and trade the plan!
HUMM ? the link is still there. Thanks for the effort.
READ post #45766
The number 1 rule in stock trading is;
NEVER CHASE A RUNNING STOCK
I'll ad most runs last 3 to 5 day without a red day. As I recall the most I remember seeing was 9.This run is a wonderment !~ LOL
FUSZ
http://schrts.co/xZrsB4
Their was a fake bottom @ $14. And IMO no one can call a real bottom until first resistance is broken ( for GE I have to add And continues).
http://schrts.co/PGnv6c
Personally I like the present CEO and divesting plans he has. I think only a boot off the DOW, will get GE to single digits. But Single digits would be a great place to take a new long position.
There is a nice 3.6% divvy at this price level. The insiders are adding,67% recently. And there is only a 1.6% short interest.
IMO once we see a real bottom this looks good, for a dogs of the DOW entry.
S&P chart target is 2530.
Link back to my original posted chart to you. I'm back accumulation FAZ. LOL
Your replies bring up new subjects I can post about. First thanks for your support and next I teach take profits on the first red day of a run. And runs normally end on an exhaustion candle. Meaning a candle with a high up candle tail.
The sell on first red day is a preservation move, not end of play move. It allows one to protect profits and re-enter if the move continues. But has your profits in the bank if the move dives too fast to get out.
Next: It is just to expensive to short any penny stock. And those posters obviously don't under the margining requirements to do so.
Been at IHUB since 2004 and 90% of the time I have been a gifted member. I thank all readers which have supported me over the years.
Educational post: so lets teach them.
Many of these OTC price spike plays are planned far before the average retail sees the actual result of the plan. It all starts with a company management wanting to grow it's business. Sometimes it's just to cheat the market. Either way if retail understands how all this comes to be there will be less bag holders.
The management only has one thing of value with a startup company. STOCK,no rev's, no profits, no assets: So to grow or cheat they need cash. Thus they need to sell stock!
On the OTC, dilution is a GOOD thing. Because dilution means management plans to take a dead no volume stock, to become a climbing high volume stock. This offers either company growth or management & angle investor fast ROI.
Either way, why would an angle investor fund a startup with no rev's, profits, assets, or sometimes product? Because their investment is backed by owning stock at way below the existing market value. Their ROI comes from front load selling their stock, not back loaded repayment of the loan over time, like banks. They can sell the shares and still hold the loan as cream if the company actually succeeds and does repay the loan.
Looking for funding is finding the next possible run.
--------------------------------------------------------------
Here is what has transpired with RNVA so far.
After accounting for the grants of shares to employees and directors of the Company and additional conversions of certain convertible securities of the Company, there were 488,097,654 shares of common stock issued and outstanding as of March 7, 2018
And now Mar 14 management is preparing for a possible reverse split range from 1-for-50 to 1-for-300, and up grade of authorized from 500 mil to 3 bil.
Indicating they have future plans for their business. For this to happen the first round of funding must succeed and everyone involved must be pleased for a second round.
Below is MY understanding and opinion of all OTC price run plays. Retail sells at run stalls or falls. Someone large MUST feed the run ! Find when large dilution occurs to find when there are shares available to feed the run you found. It's the difference to being a heard member or leader.
Sorry my gifted IHUB membership ran out and I can't PM you back.
I'm not in RNVA yet. Watching the chart action. Expecting a week +/- lull, prior to a real price pop play. This resent move may have been the attention grab. Because of the dilution news timing and the actual price move before that. They have the volumes now.
Need some prolonged attendance to dump 500+ mill. 10% of dump size or 50 mil; 30 day ADV (average daily volume) has been a target in the old wildwest days, for these manipulated plays. Right now it's raised to 28 mill
We'll see. But volume increases is the key for seeing dumping (feeding the run)
Don't you just love the term: ALGO'S (AKA firms that rip you off every day)
LOL
All and all; it's the market we have ; so plan the trade and trade the plan. I'm a firm believer in TA & chart, swing trading on 2 week cycles. With every trade having a hard target price, hard loss price and hard time frame, before entry at the big boards swing trade. A bracketed trade order is placed directly after every trade I enter.
The loss being 1/2 the target price. That way you need to have 2 losses for each win to break even for the 2 week cycle. And 3 losses for each win to lose. As long as you keep you price area traded equal +/-.
To me, trading is a business and a business plan must be used to succeed. This creates a very mechanical trading style. Which I have.
DIRV back on watch for the possible formation of a flag pattern. I like the last 2 days volume & hanging in, instead of dropping as usual.
http://schrts.co/QHMPNo
The chart gap is now filled. Watch for the volume next!! There is over 500 mil dilution Mar9th.
http://schrts.co/Uxe1bs
With the resent volumes involved there. I may have been a little late with my post. As the dilution shares may have been sold on the first 3 day pop. Hope your not holding at top prices.
I'm personally under, but not without possibilities for the future. IMO pre the POP; the walk down price reached a bottom. So the .001 should be a strong support level. Often, after this type of resent action, a bottom channel forms. So it is very possible we will see a price flux from .001 to .0018. And that is a nice buy the bottom/sell the top swing trade.
CLKA IMO is off strong watch for a large pop continuation and on watch for a 3 to 5 wave bottom channel play.
As always play at your own risk.
Welcome to the board. I found your post interesting as you describe the ills with the big boards. That use to be the ills with the OTC. HFT (high frequency trading)and computers ruining fair trading @ the big boards vs. naked short trading (with Market makers manipulating front trading) @ the OTC.
The OTC has become more fair since the SEC REG -SHO regulation changes 8/10 years ago & mainly enforcement of those. And I expect in 10 years, which it took for SEC action @ the OTC, the SEC, will come up with something for the big boards darkside rip offs.
One thing I'll say about fundamentals on the OTC is you will find they are less then reliable then @ the big boards. As filings on the OTC are actually disclosures, not audited financial standings. That's why I only use TA & CHARTS for OTC swing trading only. I will tell you try to get out of the buy and hold mindset on the OTC. As the OTC is mainly startup companies and we all know 90% of them fail. So long & strong rarely works.
Swing trading is the tool for the OTC; as retail there, is only there, for the large one time gains. The trick is finding runs which last more the 3 to 5 days. So one can swing trade on 2 week climbs, not 3 day pops.
I personally haven't played much at the OTC for years. But do research and look for POP plays. For these, I look for LARGE funding deals being opened. This dilution creates below market price shares given to funders. After; you can expect they sell these (50 to 80% discounted shares) issued, sold into the OTC market, for a QUICK ROI.
TA & CHARTS is the main focus of this board. Ask any questions you may have. Also check out the yellow area sticky posts above and my you tube channel for some info about TA & Charts.
Again welcome.
Should-a watched my DIRV play.
Just closed my 2nd entry for 50% today. 30% the first trade. Just stepping in and out on the single bounce resistance levels.
CLKA seems to be struggling some what. IMO darkside isn't hitting the ask enough to drive emotion yet. We'll see. But yes I added some today.
RNVA Mar 8, 2018
43,333,332 + 488,097,654 = 531,430,986 dilution
On March 6, 2018, the Board of Directors (the “Board”) of Rennova Health, Inc. (the “Company”), based on the recommendation of the Compensation Committee of the Board, approved grants to employees and directors of an aggregate of 71,333,331 shares of common stock, including the following to the directors of the Company:
Seamus Lagan 26,666,667 shares
Dr. Kamran Ajami 3,333,333 shares
John Beach 3,333,333 shares
Gary L. Blum 3,333,333 shares
Christopher Diamantis 3,333,333 shares
Trevor Langley 3,333,333 shares
-------------------------------
43,333,332 ? doesn't add up to 71,333,331
After accounting for the grants of shares to employees and directors of the Company and additional conversions of certain convertible securities of the Company, there were 488,097,654 shares of common stock issued and outstanding as of March 7, 2018. The Company is authorized to issue 500,000,000 shares of common stock
https://backend.otcmarkets.com/otcapi/company/sec-filings/12613395/content/html
My thoughts on a .00001 stock volume. Maybe Trump twittered about it?
CLKA Pond fishing play; Homework complete. It's all in the numbers!
A/S 3,5450,000,000 as of Mar. / increased from 1,450,000,000 Nov / increased from 1,000,000,000 Sept
New offering 1,250,000,000 Mar / original Nov 1 bil
Hint of managements plans and expectations.
Sept 2017 - 317 mil OS
Dec 2017 - 427 Mil OS
Mar 9, 2018 - 627 mil OS
Shares for sale in move 310 mil dilution visible so far.
Most of this OS dilution was cleaning up debit, with only 17 mil sold in Nov to Dec offering.
Fridays buy/sell volumes; 399 mil
164 mil buy / 227 mil sell / 8 mil ?
64% price pop day! .0013 to .0018
My rule of thumb for manipulated plays is 25% of volume normal retail in & out day trade volume and 75% darkside bid/ask upward manipulation.
My thoughts, someone selling into this (AKA) feeding the herd. Management has big plans & expectations since Nov 2017.
There is a reason everything is getting larger and shares are being shifted increasing OS ahead of price and volume pop!
Also managements desire to make room for 1.250 mil offering which only sold 17 mil from original 1 bil Nov to Dec. A/S tripled.
With the poor offering fill. Why the hell make everything larger unless you have something in the bag since Dec?
And oh-yea the company moved into a new shell June 2017 with a name & symbol change. These OTC game plays normally take from 6 to 9 months to set everything up.
This just feels like the old OTC wild west setup of 2008, not 2018. LOL we'll see what happens.
Fridays buy/sell volumes;
164 mil buy / 227 mil sell / 8 mil ?
https://ih.advfn.com/stock-market/USOTC/clikia-corp-CLKA/trades
Here is some real DD on company share structure & insider ownership.
The AS is 3,450,000,000
The OS is 627,814,672
The newest offering is 1,250,000,000 @ .0008 /with 17,500,000 sold as of Dec 31,2017
OS was 427,639,672 as of Dec 31, 2017 Q filing
https://backend.otcmarkets.com/otcapi/company/financial-report/187991/content
Info below found in latest SEC filing Form 1-A POS - March 8, 2018
https://backend.otcmarkets.com/otcapi/company/sec-filings/12615325/content/html
Newest Outstanding share structure
------------------------------------------------------------------
Offering Summary Mar 9 2018
Securities Offered 1,250,000,000 shares of common stock, par value $0.00001 (the Offered Shares).
Offering Price $0.0008 per Offered Share.
Shares Outstanding 627,814,672 shares issued and outstanding as of the date hereof, with an additional 62,781,467 unissued shares underlying
Before This Offering currently convertible portions of outstanding convertible instruments.
Shares Outstanding 1,562,814,672 shares, with an additional 156,281,467 unissued shares underlying currently convertible portions of outstanding
After This Offering convertible debt instruments and agreements.
Authorized share structure
------------------------------------------------------------------
NOTE 10. CAPITAL STOCK
Amendment of Articles of Incorporation
In November 2017, the Company amended its Articles of Incorporation, to expand its authorized number of shares of common stock to 1,450,000,000 shares. In March 2018,
the Company amended its Articles of Incorporation, to expand its authorized number of shares of common stock to 3,450,000,000 shares.
Stock Issued for Services
During the three months ended June 30, 2017, the Company issued 6,000,000 shares of common stock pursuant to the terms of a financial consulting agreement with a
third party, which shares were valued at $10,000, in the aggregate.
Stock Issued for Cash
In December 2017, the Company issued 17,500,000 shares of common stock, pursuant to the Company's offering pursuant to Regulation A under the Securities Act of
1933, as amended. These shares were sold for cash at $.0008 per share, or $14,000, in the aggregate.
NOTE 11. SETTLEMENT AGREEMENT
In August 2017, the Company entered into a settlement agreement and stipulation (the Settlement Agreement) with a third party. Pursuant to the Settlement Agreement,
the Company agreed to issue shares of its common stock in exchange for the settlement of certain past due obligations and accounts payable of the Company (the
Subject Debts) in the aggregate amount of $355,903.50 (the Settlement Amount), which the third party had previously purchased from certain vendors of the Company.
Further, the Company agreed to issue shares of common stock in one or more tranches, as necessary, sufficient to satisfy the Settlement Amount. The per share price
of the shares of common stock shall be equal to 50% of the then-recent market price of the Company's common stock. Additionally, the Company issued 1,704,859 shares
of its common stock to the third party as a settlement fee. Under the Settlement Agreement, the third party is not permitted, at any time, to own beneficially more
than 9.99% of the Company's then-outstanding shares of common stock. The Company initially reserved 150 million shares of its common stock to provide for issuances
made pursuant to the Settlement Agreement. To date, a total of 27,000,000 shares have been issued in payment of $183,889.50 of the Subject Debts.
NOTE 12. REGULATION A OFFERING
In December 2017, the Company's Form 1-A filed with the SEC, relating to an offering pursuant to Regulation A under the Securities Act of 1933, as amended, was
qualified by the SEC. The Company is offering up to 1,000,000,000 shares of its common stock at an offering price of $.0008 per share. As of December 31, 2017,
the Company had sold 17,500,000 shares of its common stock pursuant to such offering.
NOTE 13. SUBSEQUENT EVENT
In January 2018, the Company consummated a common stock repurchase agreement with TikiLive, Inc., pursuant to which the Company repurchased 25,000,000 of the shares
issued to TikiLive, Inc. in connection with the Company's acquisition of Clikia-LA, in exchange for a $150,000 face amount promissory note. Then, in February 2018,
due to certain business conditions affecting TikiLive, Inc., the entire balance of such promissory note was forgiven in full by TikiLive, Inc., for no additional
consideration. (See Note 6. Related-Party Transactions).
Insiders info. Ps; CEO has a poison pill of series A preferred.
-------------------------------------------------------------
This Offering After This Offering
____________________________________________ ____________________________________________
Name of Shareholder Shares Owned Percentage Owned (1) Shares Owned Percentage Owned (2)
____________________________________________________________________________________________________________________________________________
Common Stock
____________________________________________________________________________________________________________________________________________
Executive Officers and Directors
____________________________________________________________________________________________________________________________________________
David Loflin 106,754,675(3) 17.00% 106,754,675(3) 6.21%
Brian Wendt 13,500,000 2.15% 13,500,000 *
Officers and directors, as 120,254,675(3) 19.15% 120,254,675(3) 6.99%
a group (2 persons)
____________________________________________________________________________________________________________________________________________
5% Owners
____________________________________________________________________________________________________________________________________________
RioRoca Holdings, LLC(4) 31,754,675 4.60% 31,754,675 1.85%
Colins Capital, LLC(5) 62,781,467(6) 9.10% 156,281,467(7) 9.10%
____________________________________________________________________________________________________________________________________________
Series A Super Voting Preferred Stock
____________________________________________________________________________________________________________________________________________
RioRoca Holdings, LLC 2,000,000(7) 100% 2,000,000(8) 100%
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(1) Based on 690,596,139 shares outstanding, including 62,781,467 unissued shares that underlie the currently convertible portions of convertible debt
instruments, before this offering.
(2) Based on 1,719,096,139 shares outstanding, including 156,281,467 unissued shares that underlie the currently convertible portions of convertible
debt instruments, after this offering and assuming all of the Offered Shares are sold.
(3) 31,754,675 of these shares are owned of record by RioRoca Holdings, LLC.
(4) This entity is owned by David Loflin, the Company's CEO and a Director.
(5) This entity is owned by James Kaufman.
(6) These shares have not been issued, but underlie the currently convertible portion of a convertible debt instrument.
(7) The shares of Series A Super Voting Preferred Stock have 500 times that number of votes on all matters submitted to the shareholders that each
shareholder of Company common stock is entitled to vote at each meeting of shareholders. The shares of Series A Super Voting Preferred Stock vote
together with the holders of Company common stock as a single class. The Company's CEO, David Loflin, through his ownership of RioRoca Holdings, LLC,
controls all Company corporate matters.
Series A Super Voting Preferred Stock
Currently, there are 2,000,000 shares of our Series A Super Voting Preferred Stock issued and outstanding, all of which are owned by RioRoca Holdings, LLC.
Our CEO, David Loflin, is the owner of RioRoca Holdings, LLC and, through his ownership thereof, controls all corporate matters of our company.
Holders of the Series A Super Voting Preferred Stock have 500 times that number of votes on all matters submitted to the shareholders that each shareholder
of our common stock is entitled to vote at each meeting of shareholders with respect to all matters presented to the shareholders for their action or consideration.