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What new rules? Got a link. This would be great news for investors but shut down most of the OTC stocks. I find it rather hard to believe.
By Tuesday we should know how much new toxic debt the company has taken on. What are the expectations?
Picasso tried, but couldn't make it.
No, it's toxic by the fact that it's convertible into shares at a heavy discount to the market price, looking backwards.
Here's just one of the notes. Note that for $90k in cash, EMA can convert $100k to shares of stock at $.000165/share (low of $.0003 * 55%). If they were able to sell all those shares at today's low of $.0007 (which would take more days since it would have converted to 600 million shares), their $90k note would have netted them $325k in PROFIT.
Not too shabby. Of course retail is then stuck with $425k in shares they'll be hard pressed to sell at a profit because guess what? Another toxic lender can do the same thing!
On June 22, 2017, the Company consummated a transaction with EMA Financial, LLC. (“EMA”), whereby, upon the terms and subject to the conditions of a securities purchase agreement (the “EMA Securities Purchase Agreement”), the Company issued a convertible promissory note in the principal amount of $100,000 (the “EMA Note”) to EMA and the note is unsecured. The Company received proceeds of $90,000 in cash from EMA, which is net of offering costs of $10,000. The EMA Note bears interest at the rate of 10% per annum and is due on June 22, 2018. The Company may redeem the EMAs Note upon not more than three days written notice, for an amount (the “Redemption Price”) equal to: (i) if the Redemption Date is 120 days or less from the date of issuance of the EMA Note, 135% of the sum of the Principal Amount so redeemed plus accrued interest, if any; and (ii) if the Redemption Date is greater than or equal to 121 days from the date of issuance of the respective convertible debenture and less than or equal to 240 days from the date of After the expiration of 240 days, Any amount of principal or interest that is due under the EMA Note, which is not paid by the maturity date, will bear interest at the rate of 24% per annum until the EMA Note is satisfied in full. EMA is entitled to, at any time or from time to time, convert the EMA Note into shares of the Company’s common stock, at a conversion price per share equal to fifty five percent (55%) of the lowest traded price or closing bid price of the Company’s common stock for the twenty five (25) trading days immediately preceding the date of the date of conversion, upon the terms and subject to the conditions of the EMA Note. The EMA Note contains representations, warranties, events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. At September 30, 2017 the principal amount due on this note was $100,000.
It is, by definition.
Low volume often results in larger swings because it's easier to manipulate the price.
More volume often just means more pumping by the company and the toxic lenders and some traders trying to get in and out fast to front load and dump ahead of the toxic lenders.
The 10K wasn't delayed because it's full of good news. And it's due next Tuesday. You can bet toxic debt will be up. Way up.
Yup. Still down, but 10% higher than it would have been if Picasso hadn't painted.
This is what is meant by toxic notes or toxic debt. Nothing to do with bad debts.
https://en.wikipedia.org/wiki/Death_spiral_financing
It's a source of funds for companies that never make any money. It sells discounted shares to lenders which they can dump on retail.
For example, they will short sell millions of shares at $.001, then cover from the company with new shares they purchase at $.0006 and pocket the difference.
Weeeeellllll, maybe not. Dropped below $.16 now and a big seller at below yesterday's close. Maybe he'll pull back to let Picasso paint with green. Otherwise it will be red, but less red than without Mr. P.
You can't look at derivative liabilities. That's just an accounting entry that reflects the steep decline in the stock price and the drop in profit toxic lenders will make.
The loss from Ops was $650k on only $30k in gross profits. They burned through over $500k in cash in 9 months and only stayed in business by taking another $600k in toxic notes.
The only ones profiting from this stock are toxic note holders and those who flip ahead of the note conversions on the hype the note holders create.
In the last 6 months alone they've diluted by 50%, from under 400 million shares to over 600 million as toxic lenders convert their notes and dump shares on retail at a huge profit.
https://backend.otcmarkets.com/otcapi/company/sec-filings/12423780/content/html
What's to even like? Nothing I see.
Almost guaranteed. Picasso will def paint a Friday close and MMs know it and will pull back the ask to as high as they can get it.
Picasso got a few small buyers in and one larger one at $.18, now the sellers have taken control. I guess you can't get a painter to change his stripes.
LOL, a partnership with a PNTV principal setting up the company.
And rental revenue? It's a mail drop.
They're moving alright, from PNTV shareholders to MJPV shareholders. Though before anyone jumps to buy that one, realize they'll probably recapitalize and wipe out the current shareholders.
They didn't keep this quiet because it's good for PNTV investors.
They already have a public company to do whatever they need done. The only reason to take on a defunct shell is to move operations there that are NOT part of PNTV.
The lawyer who wrote this was the chief counsel for GNID, a company that destroyed shareholder value with toxic notes they used to pay their salaries, then complained that they didn't realize the toxic notes were so bad, despite the fact that I was warning about the toxic note problem for a year and the company was defending the practice.
No question the toxic lenders are scum, but so are the management of the companies that agree to these ridiculous terms just to keep getting paid.
Yeah, no doubt it was a hedge fund that just decided to spend $200 to hit the ask right at the close.
Sorry, Picasso only paints the CLOSE. Look for small trades as the last trade of the day. They're usually buys at the ask on TGLO.
You beat me to it! He's back!
Wishful thinking that he learned his lesson.
About 6 months, it was $50k. "General and administrative expenses totaled approximately $74 thousand for the first nine months of 2017 as compared to approximately $71 thousand for the same period of 2016." if they don't take any steps toward R/M or secondary offering. Shorter if they do.
They are registering shares for a future capital raise. Perfectly standard for an NYSE pharma company.
http://secfilings.nasdaq.com/filingFrameset.asp?FilingID=12661422&RcvdDate=4/2/2018&CoName=INDIA%20GLOBALIZATION%20CAPITAL%2C%20INC.&FormType=S-3&View=html
This is just a registration statement, there is no formal filing to sell any shares. The $30 million is the registration amount, not what they will sell since, "By means of this prospectus, we are offering $30,000,000 of securities pursuant to General Instruction I.B.6 of Form S-3. As of March 30, 2018, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was about $15,068,054, which was calculated based on approximately 26,907,240 shares of outstanding common stock held by non-affiliates and on a price per share of $0.56, the closing price of our common stock on March 29, 2018. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75,000,000. We have offered about $4,015,270 of securities pursuant to General Instruction I.B.6 of Form S-3 during the 12-calendar months prior to and including the date of this prospectus."
You are correct, this is money going to fund the company, not to the CEO.
We currently intend to use the estimated net proceeds from the sale of these securities:
·to finance the costs of marketing Hyalolex, creating a large distribution network, creating new product formulations, filing new patents and creating brand awareness; and
·acquiring, investing in, or creating joint ventures with competitive and complementary businesses, products and technologies as a part of our growth strategy (although we have no current commitments or agreements with respect to any such acquisitions or investments); and
·for working capital and general corporate purposes.
·for repayment of indebtedness.
Please re-read the post. We're not discussing debt. It's obvious Delfin will have massive debt before they start getting revenue, that's not in dispute. We're talking about the (suggested) benefit of NOLs.
As I pointed out TGLO's are of no use to Delfin because:
a) IRS limits their availability when a change in control occurs to a company in the same business that generated the losses.
b) Delfin will have massive losses before they get any revenue and even larger losses before they make any profits on which they'd owe taxes.
As for markets not being rational or logical, TGLO is proof of that, as is most of the OTC.
Check out TELL's filing, p.46, http://secfilings.nasdaq.com/filingFrameset.asp?FilingID=12626772&RcvdDate=3/15/2018&CoName=TELLURIAN%20INC.%20/DE/&FormType=10-K&View=html to see that even in a similar business, they could not carry over any of MPET's losses for tax purposes.
Actually what we know is blockchain is the latest stinky pinkie hype bandwagon, so it's no surprise that PNTV is jumping on. Fail as a media company, become a MJ company. Fail at that, get into blockchain.
I wouldn't be surprised if in 2023 they're into personal spacecraft, after a couple of 1:100 reverse splits.
Dang, the boyz is really hitting the fluff PRs hard. The 10K must look even worse than I thought.
And that was pretty dismal.
First quarter with over $1 million in new toxic loans?
Should know by Tuesday.
Definitely a pump piece. First of all, successor companies can't take shell tax losses unless they continue the business of the shell, which clearly isn't happening here.
Secondly, it will be a minimum of 3 years and likely longer before Delfin generates any revenues. Then more years until they generate any profits. By then it's likely their accumulated losses will be in the billions. They're not going to need additional tax credits.
I agree with your "Sell half and laugh" strategy, however if you read the 10K you'll see TGLO has terminated all contracts with Dancing Bear LLC.
https://backend.otcmarkets.com/otcapi/company/sec-filings/12658711/content/html
There is no consulting fee post 12/31/17. And just as Delfin isn't handing assets to TGLO shareholders, they're not handing options to Dancing Bear. Egan has kept the maximum amount of shares he can sell without having to report for a reason. He's not looking to remain part of TGLO/Delfin.
No one is disputing their obvious goal of becoming a public entity. Where we differ is on whether they'll do it to equitably treat their private investors, or they'll simply distribute a large portion of those investor's capital to a bunch of stinky pinkie shareholders.
I'm betting I know which way all that high priced advisory talent will recommend they go.
Bitcoin IS block chain. It's anonymous to a point. There is no blockchain financing for a public company.
No one will invest money into a company that has no prospect for a profit ever like WSTI.
Crypto currency is just another form of money, more anonymous than cash. No brokerage will take it however.
The reason companies like WSTI take on toxic notes is because anyone with money realizes the company will never pay back a loan. So no one will loan them money if that's their only recourse.
Toxic notes are convertible into stock at a discount to the stock looking backwards. So note holders make money by selling short the stock to retail, driving the price down, then covering with shares from the company at a discount to the driven-down price. Let's say the price is at $.01. The toxic lender short sells 100k shares for $10k. That causes the price to fall to $.007. The toxic note says they can convert at 60% of the average price looking backwards. That's $.008, so they buy 100k shares for $.0048/share or $4,800. Profit, $5,200. They don't want to get paid back, they make far more this way.
Sure you can. They're worthless. Just ask a tax attorney. Or ask why a company that had tax losses that could be taken by anyone didn't sell the shell to Apple or Google for tens of millions.
The 145 million shares in privately held TELL were exchanged for 1.3 shares of MPET per share, or 188 million new shares. Existing shareholders of MPET kept their 5.8 million total shares. They were not reverse split, just diluted down by effectively, a 1:33 reverse split. If Delfin thought TGLO deserved the same 3% ownership in the new entity that TELL did with MPET, they'd have to reverse split at least 1:25. And that would not allow them to issue new shares. TGLO however contributes no assets to the merged companies, so even 3% seems overly generous.
When TELL announced the merger, the stock went from $1.50 to $7. At the time, MPET had net assets of around $15 million and a market cap (pre announcement) of $9 million. When the merger took place, it rose as high as $22. It then quickly fell to around $13 and then to just over $6 and now trades at $8 and change.
In addition, MPET was already an operating Nasdaq company in a related business.
It's pretty clear to me that the stock will fall much lower when the details of any reverse merger are announced. The good news for those who see $/share post merger, the stock is an absolute steal right now.
NOLs are worthless in shells. Only meaningful if the company stays in the same LOB as the shell was in when it incurred the losses, and even then there are limits.
If losses were worth hundreds of millions to anyone, Egan would have held out for a lot more than $25k.
Could happen, but anyone who has experience will wait for the details on the RM to be provided. It will likely come with similar detail to TELL - http://secfilings.nasdaq.com/filingFrameset.asp?FilingID=11783116&RcvdDate=1/13/2017&CoName=TELLURIAN%20INC.%20/DE/&FormType=DEFM14A&View=html
And before someone tells me how well MPET shareholders made out on TELL at the time of the merger, MPET had 5.9 million shares in the O/S and MPET shareholders owned 100% of the company (which was a Nasdaq stock and had significant assets). After the merger, MPET shareholders owned 3% of the company, roughly in line with their existing 3% of the assets.
Of course TGLO has 0 (well, actually less than 0) in net assets and Delfin has significant net assets. So 3% would be a generous gift. 29% would be just stupid, not to mention a breach of Delfin's responsibility to IT'S investors. They have promised nothing TGLO shareholders, nor is there any reason to. They've established the value of TGLO shares when they bought 71% for $25k.
Today's action highlights the problem of painting the close.
The stock opened only slightly down from the real close yesterday, but because it was painted, it appeared as a large opening drop.
That worries shareholders and potential shareholders and the price falls further.
Those last second small buys at the inflated ask may help Picasso's account balance overnight, but do nothing for the stock price the next day.
Looks like the new range is .15-.20 until the R/S is announced.
Allow me to correct your clarification:
1. Correct with a footnote - some companies do R/S both authorized and outstanding at the same time. This is done when the goal is to raise the PPS, not create new shares for sale. Since TGLO will want to create new shares for sale, they are likely to simply reverse split the stock. 1:100 would not be a surprising ratio.
2. TGLO in fact will have to "buy" Delfin's assets. Delfin gains nothing by simply placing assets in TGLO. In fact, they lose 29% of the value of those assets if they do that. They will sell their assets to TGLO after a reverse split, then sell shares to new investors to raise capital.
3. Partially correct. Companies like Delfin typically don't IPO to the OTC. They IPO to an exchange. If Delfin wants to move to one, it will end up spending a lot more money than the $25k it spent to buy 71% of TGLO. The cost of the secondary offering will also be large. They may still save money over an IPO, and perhaps time, but how much is a question. It has already been 3 months since the stock purchase and not even an announcement of a consolidation, uplist or secondary offering.
4. I would agree. Egan retained the maximum ownership he could without having to report his sale of any shares. He wants out of TGLO for good.
Nice, and all just above the low of the day.
Picasso doesn't buy on the bid, he hits the ask for a few shares to maximize the closing price.
No, you've got it wrong.
Someone sold 12,500 to get some cash out ($2,225).
They probably knew Picasso would paint the close, but that wasn't their goal. After all, Picasso isn't a big spender.
But he did, with a 1,000 share buy ($190).
$500k in trades over the 2 previous trading days with a 40% spread. Somebody did well for "beer money"
If you've followed PNTV as long as I have, you'll know this is how they roll. Overpromise to get more toxic debt, then underdeliver by a HUGE margin. Then when it's clear the business is failing, jump to a new revenue source and hope you can find new investors to buy the toxic shares.
And every time they miss their own projections, even when they're only a few weeks in the future, there's an excuse that it's not their fault. As an outside observer, it's pretty comical. Were I an investor, it wouldn't be so funny I guess.
So 2 years and still not selling their own product.
Then again, if I recall, the TV "platform" was a couple of years late and LOTS of $$ short.
I see a pattern.
How many shares will Picasso buy today?
Whoa, someone is trying to bait him, or else wants out. 12,500 just dumped into the bid.
And there's the answer 1k shares ($190) for Picasso to paint the close.
Still red, but a little lighter shade.
If the seller keeps hitting the 100k bid at $.05, look out below.
Can't blame anyone for getting out before that 10K gets filed within 7 days.