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BehindMLM.com Independent review of PurneNRG Fx
insert-text-here
Conclusion:
"Despite having a readily retailable product and offering retail commissions, PureNRG FX raises several red flags with the abundant focus on affiliate recruitment evident in the business model and compensation plan.
I’d approach PureNRG FX affiliate membership with extreme caution."
On May 1, 2009, PlayBev, a consolidated variable interest entity, entered into compensation agreements with its managers, Mr. Hawatmeh and Mr. Nora. The agreed compensation consists of a monthly fee of $10,000 for each manager, reimbursement of reasonable expenses on its behalf, a car allowance for Mr. Nora of $1,000 per month to cover the cost of use, fuel and repairs. The Company has accrued $924,000 and $672,000 in compensation, which is included in related-party payables as of December 31, 2012 and 2011, respectively.
And Playbev has no operations.
From Note 4 of the recent 10K filing:
"PlayBev still has no operations of its own and the Company is providing all or a majority of the operating activity of PlayBev. These costs are being pushed through the credit facility."
Playbev is not related to Playboy enterprises.
Playbev is a “consolidated variable interest entity”, which really means it is a related party to Cirtran and as a result is consolidated with Cirtran. "PlayBev still has no operations of its own and Cirtran is providing all or a majority of the operating activity of PlayBev."
“We have entered into a Manufacturing, Marketing and Distribution Agreement with PlayBev, a consolidated entity, whereby we are the vendor of record in providing initial development, promotional, marketing, and distribution services. Amounts billed to PlayBev in connection with the development and marketing of its new energy drink have eliminated in consolidation.”
Cirtran’s CEO is a managing director of Playbev and has “secured one-half of his interest in Playbev to guaranty the Cirtran debt owed to YA Global.” Playbev and Cirtran are managed by Mr. Hawatmeh. For all intents and purposes they are one and the same.
Last I checked it is possible to make money short or long, and given the history of this company the best bet is short.
Hmm. Now 72730 has resorted to racist name calling. 72730 should be banned from the board since such posts about ethnicity are inappropriate.
The original debentures were restricted, not the recently issued shares.
"In each of the above transactions, the convertible debentures exchanged for the common stock issued had been issued as restricted securities taken for investment with a restrictive legend to the effect that such securities were restricted. The issuance of the original securities was effected in reliance on the exemption from registration provided in Section 4(2) of the Securities Act of 1933 as transactions not involving any public offering. The issuance of the common stock in exchange for such previously issued debt securities was effected in reliance on the exemption from registration provided in Section 3(a)(9) of the Securities Act for any security exchanged by the issuer with its existing securities holders when no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.
Where is this facility located? When were these pictures taken?
A share buyback would be likely since the CEO would benefit the most. Once all the cash is gone the pps would crash again.
The key will be the MLM downline sell-through and saturation point. Once those initial levels are issued, the downline has the uphill challenge of competing with Red Bull and Monster for the bar and nightclub customers.
Where is this facility located?
Dumped? YA hasn't dumped. YA was issued 362 million shares. They have not sold them. Look at how little is being traded.
YA Global pushes the stock price low by shorting the stock so that their conversion rate is low- that way they get more shares. Then they can cover the shorts with their converted shares at no loss to them since the conversion price is the “lowest closing bid price … during the 20 days prior to the payment date.” They are not selling the bulk of their shares.
From the Cirtran10-K:
“We continue to have the right, subject to the consent of YA Global, to pay all or any portion of the payments listed above in common stock, with the conversion price to be used to determine the number of shares being equal to the lowest closing bid price of our common stock during the 20 trading days prior to the payment date. “
Another 362 million shares converted per today's 8-k
Interesting it takes 3 weeks to file transactions from May.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Between May 23 and May 29, 2013, YA Global Investments, L.P., and its assigns converted an aggregate of $362,876 in amounts due under outstanding convertible debentures originally issued to YA Global’s predecessor-in-interest in 2005 and 2006, and subsequently amended, restated, and consolidated, to 362,876,000 shares of CirTran Corporation’s common stock at the conversion price set forth in the debentures.
In each of the above transactions, the convertible debentures exchanged for the common stock issued had been issued as restricted securities taken for investment with a restrictive legend to the effect that such securities were restricted. The issuance of the original securities was effected in reliance on the exemption from registration provided in Section 4(2) of the Securities Act of 1933 as transactions not involving any public offering. The issuance of the common stock in exchange for such previously issued debt securities was effected in reliance on the exemption from registration provided in Section 3(a)(9) of the Securities Act for any security exchanged by the issuer with its existing securities holders when no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.
As a result of all of the foregoing transactions, as of May 29, 2013, CirTran Corporation had an aggregate of 3,603,041,910 shares issued and outstanding.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CirTran Corporation
Dated: June 17, 2013
By:
/s/ Iehab J. Hawatmeh
Iehab J. Hawatmeh, President
On time filing = Aug 15th / Inability to file on time = Aug 20th.
Cirtran Press release on MLM?
Why is Cirtran silent on the new MLM channel?
Lies? What about the CEO?
In a March 2010 press release "Growing What is Already Growing" the CEO said the following:
CirTran, Mr. Hawatmeh said, will channel its energies “on growing what is already growing,” citing in particular the company’s Playboy Energy Drink product line, consumer products manufactured by CirTran-Asia, and its efforts to develop and expand its mass merchant retail channels in the U.S.
In addition to expanding beverage sales, CirTran will focus on gaining contract to manufacture high-volume electronics, fitness equipment and household products for the multi-billion dollar sold-on-TV/direct response and online markets. Mr. Hawatmeh said that the company will also “work to leverage its relationships with major international retailers to bring a mix of CirTran products to shelves in the U.S. and around the world.”
Has that happened? No. All b.s.
Only reliable info from Cirtran is 10+ years of losses
MLM beverage distribution is not sustainable. Domestic beverage distribution is a "buy-in" model. Do not be fooled.
Others have already tried. Just ask eFusjon.
"eFusjon Closes Doors On MLM Distribution Channel"
The hand writing has been on the wall for a long time for eFusjon, a well-known MLM marketing company. Sadly, eFusjon closed their doors to 10's of thousands of distributors on September 1, 2010 stating that they would now be selling their functional beverage drinks through traditional retail channels.
eFusjon Corporate Officers stated that "this was a very difficult decision for the Company and not one we had hoped to make. The goal was to market these products through independent distributors via the MLM direct sales business model. Distributor performance has been steadily declining for over a year now, and as a result, so has the Company's revenues. The Company can no longer maintain a marketing model that is not generating the funds needed to grow a viable business. In short, the Company's MLM business model is no longer a sustainable marketing strategy.
MLM beverage distribution is not sustainable.
In 1987, CirTran Corporation was incorporated in Nevada under the name Vermillion Ventures, Inc., for the purpose of acquiring other operating corporate entities. We were largely inactive until July 1, 2000, when our wholly owned subsidiary, CirTran Corporation (Utah) acquired substantially all of the assets and certain liabilities of Circuit Technology, Inc.
From Cirtran's 10K - Corporate Background and History
Cirtran SEC documents an oversight? No Way. With the scrutiny of legal review and the SEC this is not an oversight.
Cirtran was incorporated in Nevada. The company by-laws are governed by the corporation laws of Nevada.
Benefits of Incorporation in the State of Nevada
“Nevada's laws offer flexibility to a board of directors in managing the affairs of a corporation, and permit management to put in place strong protection from hostile takeovers. It also provides extremely strong protection against piercing the corporate veil, where a corporation's owners can be held responsible for the actions of a corporation.
Nevada (unlike other states) permits the corporation's articles of incorporation to vest authority to adopt, amend or repeal bylaws exclusively in the directors, so that shareholders would not be able to change the corporation's bylaws.”
Nevada's tax structure is also a large benefit to incorporation in Nevada. Nevada has no franchise tax. It also has no corporate income tax or personal income tax
Nevada is the state of incorporation as listed on the first page of the 10-K. Utah is the address of the principal executive offices.
Cirtran has to have a business license in Utah to operate in Utah, even though the company was incorporated in Nevada.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED [DECEMBER 31, 2011]
Commission File Number 000-49654
CIRTRAN CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 68-0121636
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
4125 South 6000 West
West Valley City, Utah 84128
(Address of principal executive offices) (Zip Code)
(801) 963-5112
(Registrant’s telephone number, including area code)
WOW. 8 cans at a corner deli. That is going drive market share! LOL
Only when the product is distributed nationally at bars, nightclubs, grocery stores, national chains, and major convenience stores will this product even have a chance.
Good luck against Red Bull and Monster. Red Bull spends 40% of their revenues on marketing.
Enjoy any short-live settlement gains. Long term this play has little chance.
What did they tell that was positive? Anything not already included in an official press release from Cirtran?
Curious what great news they would have told you.
Was it the receptionist or the CEO?
Hopefully it was already public information.
PureNRGfx vs Red Bull? PureNRGfx will be squashed like a bug!
Domestic beverage distribution requires lots of funding. Cirtran already learned that hard reality. As a result, Cirtran domestic distribution is miniscule.
The MLM down-line distributors will be left holding the bag and will eventually drop-out like flies.
...not giving good advice? ...word to the wise
If one analyzes the history of this company - 10+ years of losses - it would be prudent for all investors on this board to understand that aside from a short-term legal play - investment in this stock will only lead to long term losses. So if you have invested in this stock - take your short-term settlement play and get out.
This management team always screws things up - just look at the operational history (negative $20million working capital) and legal situation (can't pay irs/goes back on arrangement with IRS, loses the ABS settlement, will not pay previous legal counsel for services ....on and on and on (details in every 10Q and 10K filing). This CEO can't manage - it is obvious.
after the settlement play get out because this CEO will mismanage any and all funds and there will be nothing left for investors.
.....word to wise ...
just tired of the posts suggesting people email Cirtran. Nothing can come of sending an email - nothing new can be learned - so people should stop thinking an email or call to Cirtran (be it the CEO or Receptionist) will do any good. That's all. It is tiring the lack of maturity level on the board.
What Marketing department?
In its 2011 annual filing Cirtran disclosed that they employed five persons in Utah: three in administrative (CEO) and clerical positions (receptionist, janitor?) and one each in sales and project management.
In the 2012 annual filing the Company conveniently left out any detail about how many employees it employed in Utah. I wonder why? Incompetence or strategic?
There is no Marketing department. The CEO is also the CFO and likely the marketing department. So quit pretending there is a marketing department at the company headquarters in Utah.
No one can tell you something that has not been publicly disclosed.
The marketing department (if there really is one), the receptionist (probably the marketing department), the CEO can't tell you anything in an email that has not been already publicly disclosed, so what is the purpose of sending them an email?
Do you really think they can respond with anything substantial? No they can't. Anything they say would already be in some public announcement or filing.
That is the point.
Missing the point
No need emailing Cirtran about Purenrgfx. CEO / Cirtran cannot email you about it until the Company issues a public release about it.
So quit wasting time trying to get an email response. They can't tell you anything that has not already been made public.
An email disclosing information not first made publicly (an email to an individual is not public)is against SEC guidelines. They could go to jail for doing so.
Proceed with caution.
Cirtran has been in business for 20 years and has had more than 10 consecutive years of operating losses.
Promising opportunities in the past have been completely mismanaged as evidenced by operating results and lawsuits (ABS, Playboy......)
Be careful.
Why is there no license royalty expense? Cost of sales is down because there is no license royalty expense. There was last year. Increased sales compared to same quarter last year but a $500k drop in license royalty expense for the comparable quarter. Does not make sense. Why has the accounting changed?
and a ($423,425) loss for the quarter.
why is there in essence no Royalty Expense for the quarter? seems odd. Last year was a $500k expense for the quarter
issued 614,949,21 shares in the quarter. Only 1,343,584,090 available shares to issue. At current rate the billion shares will be issued in 2 more quarters.
...and the 10+ years of losses are legit.
Looks like court dates scheduled in June and July
License validity is still being litigated.
"Our ability to continue energy drink distribution, our only source of revenue, is subject to interruption or termination because of disputes respecting the status of the Play Beverages, LLC, license to market Playboy-licensed energy drinks.
the validity of the license from Playboy under which we conduct these activities remains in dispute. See Item 3. Legal Proceedings.
The validity of the license between Playbev and Playboy is being litigated and still in question.
Likely the reason Cirtran has said nothing publicly about the new MLM distribution channel.
Why is Cirtran silent on this development?
Why has Cirtran not released any PR on this?
Why does the Cirtran website say nothing about this?
How come the CEO is not blabbering away about this?
Why was this development not mentioned in the previous 10K?
Why not? Could it be that the validity of the license is still being litigated? Is that not what the court activity is all about?
PureFX is not part of Cirtran Corporation
Cirtran has not publicly released a thing to the SEC or on it's website. PureFx is not a part of Cirtran, so the fact that PureFX says whatever it wants is meaningless.
If something is a real deal then Cirtran has to file any new important arrangement or transaction with the SEC, and if it was a real deal Cirtran would surely be spinning the news on its website and in PR, which it has not. Why?
Cirtran (CEO) has not publicly said anything about MLM distributors so he (CEO) should not be talking to anyone on the phone or in emails about this unless it is publicly disclosed.
This is non-public information since nothing has come from Cirtran. Disclosing this to selective investors will have consequences to both the CEO and anyone found trading on the information in emails or phone calls.
PureFX is not Cirtran
Cirtran has not publicly released a thing to the SEC or on it's website. PureFx is not a part of Cirtran, so the fact the PureFX says whatever it wants is meaningless.
If something is a real deal then Cirtran has to file with the SEC, and if it was a real deal it would surely be spinning the news on its website and in PR, which is has not. Why?
Where is the official Cirtran release about the new MLM distribution channel? Filed with the SEC? Published on its Website?
Where has Cirtran publicly stated that distributors are already in place? An investors conference call?
No. Nothing of the sort.
It appears that the CEO is telling selective investors details that distributors are ready to go, information that has not been publicly made by the Company. Yes - this would be considered insider information.