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LOL, VLDI annual operating budget for 2019 is estimated at $1.5M and last year they had the same operating budget of about $1.5M yet they had an operating loss of only $513,000 and negative cashflow of $173,000, the difference was financed with stock, convertible preferred, and convertible promissory notes. As of Q3 they stopped issuing stock, convertible preferred, and convertible promissory notes. All present and future financing appear to be 12% cash promissory notes without any convertibility into stock. They have not been paying the interest on these notes since they do not have the cash to pay the interest, so the interest in just accruing. They can only do that so long.
Yes, it is amazing they raised about $315K by March 19, 2019, but that is hardly a drop in the bucket, especially if you account for Q1 expenses which will be known when Q1 financials come out, plus $900K for R&D and $300K for sales and marketing they are budgeting but highly unlike they will incur those expenses just like they did not last year. It simply looks like the are borrowing from Peter to pay Paul.
In summary, provided we are able to obtain adequate funding, we expect to spend a total of $1,472,000 for all expenses during the year ending December 31, 2019, subject to our ability to generate revenues from the licensing of our products and our ability to raise additional capital.
If they just manage like they did last year, they still need to raise at least another $200K. Hardly the signs of a company that will make in through 2019 on an operating basis, unless they can continue cutting costs, but at this point there is very little left to cut.
VLDI was a rinse and repeat from 1989 when it was CCC funding, I believe they were originally a mining company:
We were incorporated in Nevada on April 12, 1989 as CCC Funding Corp. to seek out one or more potential business ventures. On January 28, 2003, we changed our name from Sochrys.com Inc. to Validian Corporation
Your Qoute:
I have not heard nor read any such information that would indicate his endorsement is anything less than full-throated
And you have not heard anything to the contrary as well and that is why it is fading fast.
The only one that got rich off VLDI is Bruce and his inner circle that milked this company for over $35M in sales and marketing expense when they never had a finished product to market.
The consolidated financial statements have been prepared assuming that the Corporation will continue as a going concern. The Corporation has had limited revenues to date, has negative working capital of $4,904,673, has accumulated a deficit of $55,273,224 as at December 31, 2018, and has incurred a loss of $513,396 and negative cash flow from operations of $173,068 for the year then ended. Furthermore, the Corporation failed to settle certain of its promissory notes and 10% senior convertible notes when they matured on various dates during the years 2007 through 2018, resulting in a condition of default for all of the 10% senior convertible notes and the promissory notes; a significant portion of these notes remain in default as at December 31, 2018. In addition, the Corporation expects to continue to incur operating losses for the foreseeable future and has no lines of credit or other financing facilities in place.
If the Corporation obtains further financing and generates revenue, it expects to incur operating expenditures of approximately $1,472,000 for the year ending December 31, 2019. In the event the Corporation cannot raise the funds necessary to finance its research and development and sales and marketing activities, it may have to cease operations.
The problem is that everyone knows that over the last 5-6 years VLDI has been unable to get a single real client signed producing ongoing revenue for VLDI with a commercialized product. Also everyone knows VLDI signed about 5 license agreements between 2006 and 2016 and all have gone nowhere.
Yes it was about three years ago some investors put up $1.225M for convertible preferred A stock with a conversion feature @ .10, but required twice their money back and first preference in a liquidation. I guess they knew the stock would be down to the penny-sub-penny level 3 years later. They must of known something the rest of us did not know, right!
Validian Closes Significant Financing, Strengthens Balance Sheet Company Now Positioned for Negotiations with Major Companies PR Newswire
OTTAWA, June 7, 2016
OTTAWA, June 7, 2016 /PRNewswire/ --
Validian Corp. (OTCQB: VLDI), a leading innovator in cyber security technology, today is pleased to announce that the Company has successfully strengthened its balance sheet through the completion of the following financing:
$1.225 million U.S. for the purchase of 1,225 Series A Preferred Shares, with a stated value of $1,000 per share that are convertible at $0.10 share with no interest coupon; an exchange of $929,533.81 of Senior Secured Convertible Notes plus $74,747.92 in unsecured Senior Convertible Notes, both of which are convertible at $0.03 per share, for 1,005 shares of Series A Preferred Stock, with a stated value of $1,000 per share, convertible at $0.10 per share with no interest coupon, thereby reducing the Company's fully diluted common shares by more than 23 million; an exchange of the remaining balance of $2,835,025.46 of principal plus accrued interest of all Senior Secured Convertible Notes, which were issued from 2009 to 2011, convertible at $0.03 per share and earn interest at 10% per annum, for 3,900 shares of Series B Preferred Stock with a stated value of $1,000 per share, convertible at $0.03 per share with no interest coupon; and an exchange of $1,603,802.26 of principal plus accrued interest of unsecured Senior Convertible Notes issued from 2009 to 2015, which are convertible at $0.03 per share and earn interest at 10% per annum, for 2,325 shares of Series C Preferred Stock with a stated value of $1,000 per share, convertible at $0.03 per share with no interest coupon. Combined, these transactions not only strengthen Validian's balance sheet by eliminating all of its secured debt and much of its unsecured debt, as well as by eliminating approximately $600,000 per year of interest costs going forward, but also provide the Company with more than a year's worth of working capital to be used for completing revenue generating installations and deployments with the Company's established channel partners at their existing customers and in their growing sales pipeline of qualified prospects.
"We are very pleased to complete these strategic financings which are undoubtedly a testament to the support and guidance of our largest stakeholders and new investors, each of whom have a keen understanding of the significant value that Validian's unique technology brings to commercial customers and the magnitude of our potential in several market verticals which are currently being explored," commented Bruce Benn, Chief Executive Officer of Validian. "Post transaction close, the Company is better equipped and empowered to continue its current and pending negotiations with a number of major companies to partner in the integration, deployment, use, and commercial roll out of Validian's technology in regional and global markets. Validian looks forward to securing those partnerships in the time ahead."
His ultimate goal has always been to sell the company, but it looks like there are no one interested in buying, especially since he can not get a single real client with a commercialized product to come on-board.
1. the 10K shows that the common share count now has remained unchanged at 688 M shares since Q2 2018. It looks like Bruce is doing everything possible to avoid a R/S or increasing the authorized share count beyond 700 M shares. He is accomplishing this by current financing via non convertible promissory notes bearing 12% interest. In addition to this he has not been paying the 10% senior convertible debt coupon interest in stock, but he has been accruing it as interest payable. Not sure how long he can get away with doing this. Also these promissory demand notes are only payable in cash. I imagine at some point the holders will demand principal payment as well as interest payment.
2. The fully diluted share count also remains basically the same at 988M for the same reasons as above.
3. The 12% promissory notes increased from 61K in 2017 to 259K in 2018 and further increase to 574K as of March 20, 2019. it looks like Bruce will need to raise at least an additional $1M to meet his total operating budget of $1,427,000 for 2019. These 12% demand promissory notes are becoming his only source of funds. I can't imagine they will last too much longer as viable financing.
4. Employee head (contract/salary) count drop from 11 to 10 by the reduction of one salesman.
5. Interesting that now VLDI indicates no legal proceedings, yet no mention of resolution of the legal proceeding from Q3 over a vendor payment dispute from 2017. So I assume they must have settled it somehow.
6.
We anticipate further commercial sales during the second or third quarter of 2018, however we cannot be assured that this will be the case
. I assume he meant to state 2019!!!
7. No indication that Ganthet will ever launch their product into the marketplace.
8. The ISV from 2016 that paid $75,000 up front is now expected to integrate the product in 2019 for an additional $75,000.
9. I just loved this note especially since they were focusing on large Smart Phone Mobile operators since 2015.
We had no revenue during the years ended December 31, 2017 and December 31, 2018 as a result of a shift in our selling focus to large companies for whom the sales cycle is much longer.
10. No update on Alla Pasternack current VLDI holdings!
Just as I expected lot of smoke and mirrors and surviving by the skin of their teeth.
I will post a detail analysis later on the 10K but my initial reaction is run for the hills, especially since Alla Pasternack holding are based on last year's filing. She did not file this year so there is no way of knowing if she continues to hold or if she has been selling. Second Bruces holding decrease from 6.2% to 5.7%. Second they lost one salesman and total operating expense including R&D for 10 employees contracted and salaried is only $333K for the entire year. Last in subsequent events they raise $315K of funds via 12% interest promissory notes that are payable on demand.
This stock for the last five years since the high of .105 has put in lower highs and lower lows annually. For 2018 the the high was .027 and the low was .0046. I expect 2019 will continue the same trend and I believe we have already put in the high for the year at .016. Following that logic it is highly likely that VLDI is headed back to the sub penny level for a long time to come. Of course that could change with some real news worthy PR like an infusion of cash or a signing of a real agreement all which in my opinion are unlikely considering the current state of affairs of running out of common stock to issue and without a single company progress report on the status of signing any potential client in about 1.5 years.
For VLDI getting back to .105 will be a feat in itself, if it ever gets there again, which is highly unlikely at this pace of annual decline.
Yes VLDI definitely does smell like rotten apples in a barrel.
What definitely is not coming is a real contract, with a real client, producing ongoing revenue!
I look forward to reading how Bruce expects to keep this company alive, without any financing in place or announced and only 11M shares left to be issued to make it through 2019.
Actually that is a valid point! Bruce might not have the funds to file audited financial statements and he may have decided to simply go as a non reporting pink company.
The EDGAR system hours of operation for submitting files are 6:00 a.m. to 10:00 p.m. Eastern Time, weekdays, excluding Federal Holidays. Files submitted after 5:30 p.m. Eastern (with the exception of Section 16 filings) will receive the next business day's filing date
The joke is that VLDI is going on 17 months without a single company update and/or a single news worthy PR other than the quarterly and annual filings. Like I stated before the only news coming out of VLDI will be their annual and quarterly filings.
So I hope VLDI does file tomorrow then at least there might be something to talk about. We sure haven't got any information about all those qualified potential clients from years ago getting ready to sign up out of all those majors proposing anything from license agreements to outright purchase.
Like I said a day or two doesn't make any difference when it comes to VLDI nothing ever changes just the smoke and mirrors.
Its 90 days from year end and that takes it to March 31. So they are due on or before March 31. April 1 is 91 days! One day or two does not really matter, but it just shows you that Bruce is back to his old habits of filing late and adding to that he is now late on giving notice that he is filing late!
Well VLDI only has about a week to go, that is if they post on time for YE financials, which are due March 31. If they file late we might have to wait an extra 15 days so around tax time.
This is most likely the only news coming out of VLDI, since there has not been a PR in over 16 months, since Rafael glowing recommendation! You would expect if it takes some 9-12 months to test the software you would at least expect to have a few signed agreements from the old sales pipe line of 20 plus from August 16, 2016;
Over the past 30 days, the ongoing exchange of marketing and technical documentation, discussions, meetings and demonstrations have doubled Validian's sales pipeline. Now, Validian has scheduled the next round of discussions and negotiations with senior decision makers of more than 20 qualified prospects, comprising large to major companies, during August, September and October 2016
.
and the contract negotiations status update report PR from October 31, 2017:
We are pleased with the progress of discussions and the level of interest of each large corporation in arranging a strategic partnership with us. These discussions and negotiations are continuing into November, with the structure of a strategic partnership now ranging from licensing to exclusive rights in a particular market sector to acquisition,” commented Bruce Benn, Chief Executive Officer of Validian
By the time we get the 10K information we will already be into Q2 with no sign of any further smoke and mirrors. It almost feels like Bruce has finally given up on the VP product launch, especially without any news of new financing to keep the company alive through 2019.
Requirements for OTCQB listing include that the company: (i) must have a minimum bid price of $0.01 per share as of the close of each business day for each of the previous thirty calendar days prior to its application date and (ii) once quoted on the OTCQB, the company must maintain a minimum bid price of $0.01 per share as of the close of the business day at least one time per thirty (30) consecutive calendar days.
So I guess VLDI still can file to move back to OTCQB. I did not realize it is based on the closing bid price for 30 consecutive calendar days.
That is correct the stock must trade above .01 for 30 consecutive trading days before they can file to move from Pink to OTCQB, but they did not file to move from Pink to OTCQB. Since they did not file and they did not receive permission for the move, everything resets itself ( it would be different if they were already granted permission to move), since when they look at the stock they look at the last 30 days before the date they file to moved back.
VLDI has been stuck in a trading range between .0111 and .015 since January 29th. Today's dip below .01 resets the filing date for moving from pink to OTCQB to another 30 days.
Yes apparently VLDI finally got some real volume, too bad it pushed it back below .01. The volume of trades below .01 were about 450,000 out of 2.6M.
I would not buy until the 10K is put out hopefully before the end of March, obvious some disagree by the bounce back.
What News, maybe they are scheduling a shareholder meeting can't wait to hear!
I do not know for sure, but it is most likely the shares to be distributed will be unrestricted since they could have distributed restricted stock over the last year. The fact that the stock can be unrestricted after one year by Auryn private filing with the transfer agent to have the shares of AUMC unrestricted. It would not make sense for Auryn to distribute restricted shares and have each shareholder file separately with the transfer agent. I believe the shares are already registered, but AUMC, Auryn Private, and/or MDMN will need most likely have to get Finra's permission to do the distribution and/or the exchange of MDMN to AUMC shares. .
Only 5% of AUMC shares are currently trade-able or those shares that CDCH exchanged for AUMC shares. Also this 5% appear to be tightly held. The other 95% are currently restrict shares and owned by Auryn private company. Once the restriction is lift and the unrestricted shares are exchange for MDMN shares there will be about 30% trade-able in theory, 5% from former CDCH shareholders and about 25% from MDMN shareholders. I say in theory since Auryn also directly owns shares of MDMN that they purchased in open market and from JJ ( approximately 17% or 500M shares of MDMN owned by Auryn private).
I imagine that all the shares Auryn private holds of AUMC will be tightly held, especially those shares that resulted from the purchase of MDMN shares, since their cost in effect were significantly higher than the current price. So in the end there should be about about 20-25% of AUMC that will be trade-able or 1.4-1.75B shares, when today only about 350M are so called trade-able and they appear tightly held by former CDCH shareholders, thus the daily transaction volume is extremely low. fwiw.
I expect that with such low trading volume there is no reason to make an effort to move the stock price up with good news. That will all change once MDMN goes away and all that is left is AUMC. The best strategy assuming they have a strategy would be to wait until that time to release positive news that could move the stock price and result in nice trading volume. JMO
Eventually MDMN will cease to exist and the sooner the better. When that happens will depend on how MDMN distributes AUMC shares to MDMN shareholders. I believe the best option is a simple share exchange. In other words for every .00558 shares of AUMC you give up one share of MDMN. Simple since there is no need to distribute AUMC shares and encounter the horror stories of what happens in a penny stock with a stock dividend and a stock transfer agent. One day you open your stock account and you have MDMN shares and the next day you have AUMC shares.
In the first case MDMN ceases as soon as the exchange happens.
In the second case after a stock dividend of AUMC shares MDMN winds itself down. In this second case one day you have MDMN shares in your account and the next day you have hopefully MDMN and AUMC shares in your account. I say hopefully since there is usually big hurdles to overcome with a stock dividend. Then later MDMN goes away and all MDMN shareholders are now just shareholders in AUMC. The second way is much more complicated and time consuming.
The failure to register the corp and pay fees to the state does NOT prevent the corp from doing business. It does NOT make checks invalid. It does NOT invalidate contracts. It does NOT prevent the corp from doing any business. It just eliminates the corporate protections from the shareholders, officers, and directors.
The only power any state has to collect their fees is holding a corp not in good standing. (ie: involuntary dissolution, deregistering, etc). So if you don’t pay the state fees, the states holds you not in good standing and involuntarily dissolves you. Otherwise every corp would only register once, and never pay an annual fees because the state had no enforcement mechanism over them.
Right now, I could “call” myself Acme, Inc. I could get a FEIN from the IRS electronically for Acme, Inc… I could open a bank account under ACME, Inc. I could sign a lease under ACME, Inc. I could enter a contract under Acme, Inc. I could conduct all business for Acme, Inc., ALL WITHOUT FILING A CORPORATE REGISTRATION IN ANY STATE!! I could do it, but I would be stupid to do it. In fact any of you could do it.
Corporations, LLC, etc. are legal fictions created under the law. The law treats a corporation, LLC, etc. as if it was a real person for the purposes of conducting business. Subsequently, all states passed laws which state to be a valid corporation, LLC, etc., you must register with the state and pay a fees. The Courts have upheld these statutes as valid. So, initially, corporations started approx 1600 in England with private charters to monopolize territories with the East India Company. The did not require registration, but an act of parliament. As English common law developed, corporations morphed into more areas than just monopolies so they required registering the corporations to avoid duplication and confusion. Since, the states began prior to federal law, and each state based its laws upon the English common law, each state required the registering of corporations, LLC, etc. for the same reason. This then carried over to when we formed as the good ol’ US of A.
The purpose of a corporation is to allow a group of real people to pool their resources to conduct business under one entity, the corp. Doing so, the law treats the corp as a real person for civil purposes (remember if you commit a crime you do so as an individual and corps held criminally responsible do so based upon the acts of the individual director/officer), allow the corp to conduct business, contract, sue, etc. all as the corp (as if a real person). In exchange, the law protects the shareholders, directors, and officers from personal liability for the acts of the corporation. So when I sue Acme, Inc. and I will a judgement against Acme, Inc. for $100, I cannot file a non-wage garnishment against the shareholder, director, or officers personal bank account to collect my $100. I only can collect form corp assets. I posted in detail before about this, so I will only summarize, but they only time you may hold a director or officer personally responsible for corporate act occurs when the director or officer commits any fraud or intentional tort and its really tough to prove unless you have smoking gun evidence. I have never heard of a case where shareholders have responsibility for corporate acts because they have no control over the day-to-day operations of the corp.
Therefore, if I begin a corp without registering it in any state or I let my registration lapse, I can act as if I was a corp every single day until I die. I can take loans, do business, file taxes, etc. etc., etc. But if someone sues me for a corporate act. For example, the corp bounces a check for $1000. I HAVE NO CORPORATE PROTECTIONS AND I AM PERSONALLY RESPONSIBLE FOR THE BOUNCED CHECK. THAT’S IT. NOTHING ELSE BAD HAPPENS TO ME!
Regarding MDMN, since they are currently not in good standing, if someone sues MDMN for a corp act (bad check, bad contract, improper share distribution, etc.) AND secures a judgment against MDMN then they can collect that judgment from any MDMN director or officer.
Sorry for the long post, but we need to put this to bed.
No I am not missing the point, I believe you are. Like I say this is all much do do about nothing !
So what if the registered agent resigned. If they pay the fees and they register a new agent, Big deal. It does not stop MDMN from doing anything and since we are basically a shell for holding AUMC shares, I highly doubt any of this is on top of mind of management, especially since MDMN goes away as soon as they exchange the shares for AUMC and close the books. When and if necessary ( and that is a big if) they will take action since there is only a $75.00 penalty for filing late!
BTW they just might of purposely not filed the list, because they are in the process of changing the list. If they file and change the list later they have to pay the fee twice! Something to consider!
Calculate Annual List of Officer Fees for MEDINAH MINERALS, INC. Item Fee Annual List (due 10/31/2018) File Annual List ONLINE File Offline $ 1,775.00 Annual List Late Fee $ 75.00 Business License (due 10/31/2018) $ 500.00 Business License Late Fee $ 100.00 Total $ 2,450.00 IF CHANGING REGISTERED AGENT NAME OR ADDRESS THERE IS AN ADDITIONAL $60.00 FEE. * These fees are current as of today's date of 03/15/2019 07:16:24 AM but can change based on events occurring on future dates. The above fees assume that a State Business License Exemption does not apply. Exemptions from the State Business License may not be filed online. Note: Any annual list which is not in default which is received more than 90 days before its due date shall be deemed an amended list for the previous year. Filing of an amended list does not satisfy the annual list requirement for the year to which the due date is applicable. The fee for filing an amended list is the same as for filing an annual list.
Click here to add optional extras... Click here to add optional extras... Return to Business Details for MEDINAH MINERALS, INC
Thank God that is what most of us want for Auryn private company to distribute the shares of Auryn Public to MDMN and MDMN do an simple exchange of MDMN shares with MDMN shareholders for AUMC shares and MDMN to disappear off the face of the earth.
It's about time that MDMN is put in the rear view mirror!
Why wouldn't it be amazing that the stock price holds above a penny in light of all the failures to commercialize the VP product and the lack of funds to continue as an operating company.
Yes, it is amazing there are still those that are willing to buy into a sinking ship. The road signs were there over five years ago and they are even clearer every year since then. Like I stated before a penny stock never dies they simply reinvent themselves via a rinse and repeat. VLDI is in its year where that will happen. No funds, No stock to issue, No cashflow, No revenue, No commercialized product and only a few willing to still believe the spin meister Bruce. At least he stop putting out those ridiculous PRs about sales that never happened, since the market wised up to the smoke and mirrors a long time ago.
Canesa I took the majority of my profits out of VLDI when the stock hit .10 So I have been celebrating for a long time and I have nothing to wait for and if Bruce ever pulls a rabbit out of his hat I have the ability to jump in with a profit instead of a loss.
If one refuses to read the road signs they get lost!
Do you recall this post from 2013:
Everyone this stock will run just like the stock drop did get ready for a great ride congrats everyone finally a winner
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