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Anyone notice?
Tivus, Inc.
Common Stock OTC Pink Limited Information
http://www.otcmarkets.com/stock/TIVU/quote
I thought we were Current.
SeeY, Please read.
D. Regulation D
Regulation D establishes three exemptions from Securities Act registration. Let's address each one separately.
Rule 504
Rule 504 provides an exemption for the offer and sale of up to $1,000,000 of securities in a 12-month period. Your company may use this exemption so long as it is not a blank check company and is not subject to Exchange Act reporting requirements. Like the other Regulation D exemptions, in general you may not use public solicitation or advertising to market the securities and purchasers receive "restricted" securities, meaning that they may not sell the securities without registration or an applicable exemption. However, you can use this exemption for a public offering of your securities and investors will receive freely tradable securities under the following circumstances:
You register the offering exclusively in one or more states that require a publicly filed registration statement and delivery of a substantive disclosure document to investors;
You register and sell in a state that requires registration and disclosure delivery and also sell in a state without those requirements, so long as you deliver the disclosure documents mandated by the state in which you registered to all purchasers; or,
You sell exclusively according to state law exemptions that permit general solicitation and advertising, so long as you sell only to "accredited investors," a term we describe in more detail below in connection with Rule 505 and Rule 506 offerings.
Even if you make a private sale where there are no specific disclosure delivery requirements, you should take care to provide sufficient information to investors to avoid violating the antifraud provisions of the securities laws. This means that any information you provide to investors must be free from false or misleading statements. Similarly, you should not exclude any information if the omission makes what you do provide investors false or misleading.
http://www.sec.gov/info/smallbus/qasbsec.htm#eod6
Reg D, Rule 504 financing is a way to raise capital without the company registering the securities and to provide freely trading shares, non restricted.
This form of financing is negotiated between the company and qualified accredited investors. It is a shares for cash arrangement as opposed to the convertible notes which are a cash for future considerations (including a conversion feature and warrants).
How much is left, is dependent on how much cash is needed by the company and other methods of financing available.
- EOY 2010 stated 2 mil needed to complete current installs.
- IR has stated a couple months ago that those cash needs are ~$400k .
- We do not know how much is going to actual installs or support of current operational expenses including payment to vendors for IR, PR, stock promotion or management, travel, etc.
- No one except the company knows what the total cash needs are at any given point in time, by the time financials come out the information is months old.
EXAMPLE: A simple analysis might use $400k divided by negotiated s/p @ 50% discount (which is what past 504's have received).
$400,000/.002 (assumes .004 s/p basis) = 200 mil shares
The dilutive effect is a moving target.
- If the cash needs are double that then = 400 mil shares
- If the cash needs are half that then = 100 mil shares
- If the s/p basis is .008 or .002 then the formula still applies and adjusts up or down the # of shares to fulfill payment for the obligation (cash received).
In the 10Q/K reports you will find a section on derivative liabilities which gives examples of the convertible notes potential impact to obligations held by the company. This does not include 504 financing of future needs.
Regarding QS, hired as of 4/1/11:
Here is the line on TIVU on 4/1/11
4/1/2011 0.03(open) 0.02(low) 0.03(high) 0.02(close) 408,100(vol)
Look to Q1 2011 financials ending 3/31/11, page 3, for share count/structure at that time.
AS = 300 mil
OS = 58,712,644
Float = 7,757,420
http://www.otcmarkets.com/financialReportViewer?symbol=TIVU&id=56435
Tivu line 9/16/11
0.0035 +0.0002 (+6.06%) 0.003 - 0.004 8,648,535
AS = 1 bil.
OS = 355,792,012
What I see:
~90% drop in s/p
~6+ times increase in O/S (freely tradeable shares)
Is that the results one should expect from an investor awareness program?
QS compensation was:
- $5k/month plus 3.5 mil restricted shares for a 12 month investor awareness program beginning 4/1/11.
- Services were put on hold for a short period. It now appears that TIVU could not afford the $5k/month after the first 3 months and renegotiated the terms of contract.
- New terms, QS keeps the first $15k paid to them plus the 3.5 mil shares. In addition, Tivus is giving them 12 mil restricted shares in exchange for the ~$45k still owed in monthly fees. This translates to an avg share exchange rate of just under .004 @12 mil shares.
This is shares for services not convertible notes. This is not the dilutive effect which Tivus is feeling right now. This will happen 4/1/12 and in September 2012.
I wouldn't worry about QS dilution right now, it will happen in time. I worry more that the performance of Tivus s/p since their hire is indicative of the value received or not received.
All just my opinions. Do your own DD and follow up so that you can draw your own conclusions.
GLTA, Tivus really needs to be a shark not a flounder.
D
Shareholder of Xerox, we simply copy and duplicate text from PR's.
Responded through PM.
D
Not if they keep printing 30 mil shares a week. IMHO
D
Yup, just another 29 mil shares. We got plenty of room now.
Welcome to Tivus. Stick around and it will make perfect sense.
It appears they are running, just in the wrong direction.
PM75, I agree with your opinion.
D
At least, not yet. I think they were hoping to get a bump on the news.
D
Volume and s/p movement, 15 min. post announcement kind of tells the story.
D
N, LOL, at least stop by and say hello.
D
Yes, monster contracts, monster news is what they need. At this point may be the only offset available to alleviate dilutive effect of financing. IMHO
D
They raised the AS to accommodate their needs to fulfill their commitments to convertible notes and fulfill their immediate cash needs.
They have stated that conventional financing is available for new contracts.
Don't expect the OS to stay at this level.
IMHO.
D
Waggett, the problem is SH has stated that the increases in OS recently have not been convertibles. They have primarily been 504 financing cash for shares. This does not draw down the convertible balance. In fact, it exacerbates the problem as a growing number of these notes are in default and paying default interest rates. So instead of decreasing the convertible balance it is actually increasing it.
The 504 financing and dilution will further put excess supply into the market and make the convertible notes even more dilutive.
Not that they had many other choices. I am also glad they did not do an AS raise to 500 mil, cuz they would have had to raise that again.
IMHO
D
We haven't even absorbed the 56 mil added to OS from 2 weeks ago.
Now, another 30 mil of share supply and looks like much more to come.
Looks like Silver will get shares in .002's IMHO.
D
AS = 1 billion, call the TA, they will confirm.
They filed with the state of Delaware to reduce AS, then recently refiled to raise it. They do not have to report to anyone else, they are a pink and still acting like one.
What is it they always say on the bottom of each PR?
Uh huh. Right. Wonder why many here have doubts and express their concerns?
IMHO.
D
Of course, I remember.
AS now 1 billion, confirmed with TA.
D
I'd imagine the answer is here, just don't have time right now to confirm.
IT, Good read for folks to understand 504's. Thanks for providing the link. Form D doesn't have to be filed till after they first sell securities.
http://www.sec.gov/answers/rule504.htm
Rule 504 of Regulation D
Rule 504 of Regulation D provides an exemption from the registration requirements of the federal securities laws for some companies when they offer and sell up to $1,000,000 of their securities in any 12-month period.
A company can use this exemption so long as it is not a blank check company and does not have to file reports under the Securities Exchange Act of 1934. Also, the exemption generally does not allow companies to solicit or advertise their securities to the public, and purchasers receive "restricted" securities, meaning that they may not sell the securities without registration or an applicable exemption.
Rule 504 does allow companies to sell securities that are not restricted, if one of the following circumstances is met:
The company registers the offering exclusively in one or more states that require a publicly filed registration statement and delivery of a substantive disclosure document to investors;
A company registers and sells the offering in a state that requires registration and disclosure delivery and also sells in a state without those requirements, so long as the company delivers the disclosure documents required by the state where the company registered the offering to all purchasers (including those in the state that has no such requirements); or
The company sells exclusively according to state law exemptions that permit general solicitation and advertising, so long as the company sells only to "accredited investors."
Even if a company makes a private sale where there are no specific disclosure delivery requirements, a company should take care to provide sufficient information to investors to avoid violating the antifraud provisions of the securities laws. This means that any information a company provides to investors must be free from false or misleading statements. Similarly, a company should not exclude any information if the omission makes what is provided to investors false or misleading.
While companies using the Rule 504 exemption do not have to register their securities and usually do not have to file reports with the SEC, they must file what is known as a "Form D" after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s owners and stock promoters, but contains little other information about the company.
In February 2008, the SEC adopted amendments to Form D, requiring that electronic filing of Form D be phased in during the period September 15, 2008 to March 16, 2009. Although as amended, the electronic Form D requires much of the same information as the paper Form D, the amended Form D requires disclosure of the date of first sale in the offering. Previously, the first date of sale was not required. The Office of Small Business Policy has posted information on its web page about the filing requirements for the new Form D.
If you are thinking about investing in a Reg D company, you should access the EDGAR database to determine whether the company has filed Form D. If you need a copy of a Form D filed as a paper filing (which will include any Form D filed before September 15, 2008) that has not been scanned into IDEA, you can request a copy using our online form. If the company has not filed a Form D, this should alert you that the company might not be in compliance with the federal securities laws
You should always check with your state securities regulator to see if it has more information about the company and the people behind it. Be sure to ask whether your state regulator has cleared the offering for sale in your state. You can get the address and telephone number for your state securities regulator by calling the North American Securities Administrators Association at (202) 737-0900 or by visiting its website. You’ll also find this information in the state government section of your local phone book.
For more information about the SEC’s registration requirements and common exemptions, read our brochure, Q&A: Small Business & the SEC.
http://www.sec.gov/answers/rule504.htm
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Home | Previous Page Modified:12/02/2009
The assumption by many was that the convertible notes were converting and therefore reducing derivative liabilities.
Being that this is 504 financing indicates that these unrestricted shares for cash are feeding immediate cash needs.
It would be better for balance sheet to reduce derivative liabilities by cashing out convertibles. (Money already spent.)
Not diluting balance sheet through added 504 financing. (Money they are spending today and tomorrow.)
This makes Silvers picture (derivative liabilities on the books which are still obligations to the company to fulfill) actually look worse, cause we thought the convertible balances were going down with the rising O/S but it is actually rising with defaults and compounding interest. Not good.
Hope the big one is announced soon.
GLTA, all IMHO
D
There has been confirmation from SH that most of current increase in O/S has been due to 504's.
They are not restricted. 504's are a way to finance and to bypass the restrictions.
D
Tivus has control over what happens or not (not Ihubbers, pied pipers, etc). Company performance and followup is what will overcome and influences any effect of m/b posts.
Folks have to make their own decisions, why the focus on pied pipers leading the pack away from Tivus? There are plenty of mindless pumpers serving kool aid and games doing the same in the other direction, creating new bagholders grabbing falling knives.
The bottom line is TIVU has to follow up with promises and fulfill the potential. End of story, quit blaming others.
IMHO
D
Because the remaining derivative liabiities and general obligations are still significant and it is inevitable that the share structure will be adjusted (not favorably).
Many are on the sideline waiting to see what Tivus will do to address this lurking issue. So while there may be decreased trading &less volatility there is also less accumulation.
Supply and demand. Demand is low, supply is high.
IMHO
D
Also, suggested that keeping a core position might be good.
Folks who have pumped others into buying higher and talking them into holding a 50% or greater loss is good? It goes both ways.
IMHO
Indeed, lots of questions. Kind of my point, where are the answers that address your's and my questions. That is what most here really want to know.
D
Agree, this is simply a retread of previous expectations set forth in the run to .20+ last fall.
Concerning point is this statement:
The gap is wider than you think with the added shares.
D
Aces, I agree, a few months ago I was making those very same points. It is very troubling when they talk from both sides of the mouth.
D
I am not sure of the specific impact to the stock, shareholders and MM's. Here is a little info on the matter. I suggest anyone wanting more detailed information regarding this matter to contact DTCC.
Trade-for-Trade Settlement
A securities transaction that the buyer and seller settledirectly, without recourse to a clearing house.
Depository Trust & Clearing Corporation Depository Trust & Clearing Corporation Type Private
Industry Finance
Genre Holding company
Founded DTCC (1999) - holding company for DTC (1973) and NSCC (1976)
Headquarters New York City, U.S.
Number of locations 10
Key people Donald F. Donahue Chairman, CEO
Michael C. Bodson President, COO
Services financial
Revenue US$960,249,000 (2009)
Net income US$ 104,774,000 (2009)
Total assets US$37,719,148,000
Total equity US $501,326,000
Owner(s) NYSE, NASD, AMEX, banks, brokers
Subsidiaries NSCC
DTC
FICC
DTCC Deriv/SERV LLC
DTCC Solutions LLC
EuroCCP Ltd.
DTCC Loan/SERV LLC
Avox
Warehouse Trust Company LLC
DTCC Derivatives Repository Ltd.
Website www.dtcc.com
The Depository Trust & Clearing Corporation (DTCC), based primarily at 55 Water Street in New York City, is the world’s largest post-trade financial services company. DTCC was established in 1999 as a holding company to combine The Depository Trust Company (DTC) and National Securities Clearing Corporation (NSCC). It was set up to provide an efficient and safe way for buyers and sellers of securities to make their exchange, and thus "clear and settle" transactions. It also provides central custody of securities.
User-owned [1] and directed, it automates, centralizes, standardizes, and streamlines processes that are critical to the safety and soundness of the world’s capital markets. Through its subsidiaries, DTCC provides clearance, settlement, and information services for equities, corporate and municipal bonds, unit investment trusts, government and mortgage-backed securities, money market instruments, and over-the-counter derivatives. DTCC is also a leading processor of mutual funds and insurance transactions, linking funds and carriers with their distribution networks. DTCC's Depository Trust Company (DTC) provides custody and asset servicing for 3.5 million securities issues, mostly stocks and bonds, from the United States and 110 other countries and territories, valued at $40 trillion, more than any other depository in the world.
In 2007, DTCC settled the vast majority of securities transactions in the United States, more than $1.86 quadrillion in value. DTCC has operating facilities in New York City, and at multiple locations in and outside the U.S.
OperationStocks held by DTC are kept in the name of its partnership nominee, Cede & Co.[2] Not all securities are eligible to be settled through DTC ("DTC-eligible").
HistoryEstablished in 1973, The Depository Trust Company (DTC) was created to alleviate the rising volumes of paperwork and the lack of security that developed after rapid growth in the volume of transactions in the U.S. securities industry in the late 1960s.
Before DTC and NSCC were formed, brokers physically exchanged certificates, employing hundreds of messengers to carry certificates and checks. The mechanisms brokers used to transfer securities and keep records relied heavily on pen and paper. The exchange of physical stock certificates was difficult, inefficient, and increasingly expensive.
In the late 1960s, with an unprecedented surge in trading leading to volumes of nearly 15 million shares a day on the NYSE in April 1968 (as opposed to 5 million a day just three years earlier, which at the time had been considered overwhelming), the paperwork burden became enormous.[3][4] Stock certificates were left for weeks piled haphazardly on any level surface, including filing cabinets and tables. Stocks were mailed to wrong addresses, or not mailed at all. Overtime and night work became mandatory. Turnover was 60% a year.[5]
To deal with this large volume, which was overwhelming brokerage firms, the stock exchanges were forced to close every week (they chose every Wednesday), and trading hours were shortened on other days of the week.
Two methods were used to solve the crisis:
The first was to hold all paper stock certificates in one centralized location, and automate the process by keeping electronic records of all certificates and securities clearing and settlement (changes of ownership and other securities transactions). The method was first used in Austria by the Vienna Giro and Depository Association in 1872.[6]
One problem was state laws requiring brokers to deliver certificates to investors. Eventually all the states were convinced that this notion is obsolete and changed their laws. For the most part, investors can still request their certificates, but this has several inconveniences, and most people do not, except for novelty value.
This led the New York Stock Exchange to establish the Central Certificate Service (CCS) in 1968 [1] at 44 Broad Street in New York City.[7] Anthony P. Reres was appointed the head of CCS. New York Stock Exchange President Robert W. Haack promised: "We are going to automate the stock certificate out of business by substituting a punch card. We just can't keep up with the flood of business unless we do."[8] The CCS transferred securities electronically, eliminating their physical handling for settlement purposes, and kept track of the total number of shares held by NYSE members.[9] This relieved brokerage firms of the work of inspecting, counting, and storing certificates. Haack labeled it "top priority," $5 million was spent on it,[10] and its goal was to eliminate up to 75% of the physical handling of stock certificates traded between brokers.[11] One problem, however, was that it was voluntary, and brokers responsible for 2/3 of all trades refused to use it.[12]
By January 1969, it was transferring 10,000 shares per day, and plans were for it to be handling broker-to-broker transactions in 1,300 issues by March 1969.[13] In 1970 the CCS service was extended to the American Stock Exchange.[14] This led to the development of the Banking and Securities Industry Committee (BASIC), which represented leading U.S. banks and securities exchanges,[15], and was headed by a banker named Herman Beavis, and finally the development of DTC in 1973,[16] which was headed by Bill Dentzer, the former New York State Banking Superintedent.[17] All the top New York banks were represented on the board, usually by their chairman. BASIC and the SEC saw this indirect holding system as a "temporary measure," on the way to a "certificateless society."[18]
The second method involves multilateral netting; and led to the formation of the National Securities Clearing Corporation (NSCC) in 1976.
In 2007, Chief Executive Officer Donald F. Donahue was named to the additional office of Chairman of DTCC and its subsidiaries, and Chief Operating Officer William B. Aimetti was named President.[19]
In 2008, The Clearing Corporation and the Depository Trust & Clearing Corporation announced CCorp members will benefit from CCorp's netting and risk management processes, and will leverage the asset servicing capabilities of DTCC's Trade Information Warehouse for credit default swaps (CDS). [20][21] [22][23]
On Thursday 1 July 2010, it was announced that the DTCC had acquired all of the shares of Avox Limited, based in Wrexham, North Wales. Deutsche Borse had previously held over 76% of the shares.
Controversy over naked short sellingSeveral companies have sued the DTCC, without success, over delivery failures in their stocks, alleging culpability for naked short selling. Furthermore, the issue of the DTCC's possible involvement has been taken up by Senator Robert Bennett and discussed by the NASAA and in articles—disagreed with by DTCC—in the Wall Street Journal and Euromoney Magazine.[2][3] The DTCC contends that the suits are orchestrated by a small group of lawyers and executives to make money and draw attention from the companies' problems.[3]
Critics blame DTCC as being in charge of the system where it happens, say that DTCC turns a blind eye to the problem, and that the Securities and Exchange Commission has not taken sufficient action against naked shorting.[3] DTCC says that it has no authority over trading activities, cannot force buy-ins of shares not delivered,[4] and suggests that naked shorting is simply not widespread enough to be a major concern. "We're not saying there is no problem, but to suggest the sky is falling might be a bit overdone," DTCC's chief spokesman Stuart Goldstein said. The U.S. Securities and Exchange Commission (SEC), however, views naked shorting as a serious enough matter to have made two separate efforts to restrict the practice.[3] The DTCC says that the SEC has supported its position in legal proceedings.[4][5][6] DTCC General Counsel Larry Thompson calls the claims that DTCC is responsible for naked short selling "pure invention."[6]
In July 2007, Senator Bob Bennett, Republican of Utah, suggested on the U.S. Senate floor that the allegations involving DTCC and naked short selling are "serious enough" that there should be a hearing on them.[7] The committee's Chairman, Senator Christopher Dodd, indicated he was willing to hold such a hearing.[7] However, no hearing was ever held, and both Sen. Bennett and Dodd are no longer in the Senate, so any possible investigation seems moot at this point, and no further action on naked short selling is anticipated. The North American Securities Administrators Association, representing state stock regulators, filed a brief in a suit against the DTCC, arguing against federal preemption as a defense to the suit. NASAA said that "if the Investors’ claims are taken as true, as they must be on a motion to dismiss, then the entrepreneurs and investors before the Court have been the victims of fraud and manipulation at the hands of the very entities that should be serving their interests by maintaining a fair and efficient national market." [8]. The Whistler suit was later dismissed by the courts.
Critics also contend that DTCC and SEC have been too secretive with information about where naked shorting is taking place.[3] DTCC says it has supported releasing more information to the public.[4]
That is true, they did what they had to do. Not a lot of choices.
Last winter, they attended an investor conference in NY, which many were hopeful would net Tivus a longer term investor who had big bucks to carry them into revenues. Despite optimism from Tivus, it doesn't appear to have netted them support in the interim. I do believe the financier for contracts may have emerged from that presentation but we need someone to bridge the funding.
Come on Tivus, Tic toc.
IMHO
D
Tivus might offer such a deal to any accredited investor. The company will not apologize for that deal and will only profess that it was the only financing available at that time.
That financing did get them to this point but now they are at a crossroad. With more conventional financing available on new contracts they are close but not quite there.
Tivus what are you going to do? Tic toc.
IMHO
D
They've been cutting this deal since inception in 2009 and into 2011. More recently 504 financing at discounts to give financiers free trading shares. The bummer is that more 504 financing means that derivitive liabilities from convertibles are not being drawn down through payment of shares.
Yes, it is all in the financials and they have disclosed that they needed another 2 mil to complete their install contracts. Tivus needs more money to complete things but now doesn't have the shares to offer for cash.
What will they do? Tic toc, tic toc.
IMHO
D
Folks here don't seem to understand that the financiers get a 40-70% discount to the current bid price at time of conversion. This gives them a free trading range to cash out their shares. They want to dump those shares before the s/p goes too low, below their conversion price.
They have no real need to hold those shares because most of them get 2 year warrants, which in essence are at a 25% discount to that same 3 day bid price. This allows them to buy shares in the next 2 years for .004-.0045, assuming a 3 day avg bid of .005-.006 at time of conversion.
Sure they want the price to go up but not till after they cash out the shares that constitute their principal. They want their warrants to be in the money before they exercise them. So when we get back into multi pennyland be aware that those warrants could be exercised and another 200-300 mil shares will again be hitting the market.
All IMHO.
GLTA.
D
I'm not sure I understand your point.
Guaranteed selling pressure is not a good thing, unless you are shorting or waiting to buy in lower.
All these new shares in the float are creating an excess supply of shares available, which need to be absorbed. When those who have converted or gotten discount on shares for financing at 50% of the 3-5 day average bid price, currently .005-.006 means they get their shares for .0025-.003. They will definitely want to try and pull their money out of the market prior to a fall below that point, that is their return.
However, this can force the price downward because they are selling the majority of their shares into the market, for sale at the bid price. Typically, they position some shares for sale at the Ask to entice buyers into supporting the bid, once bid support comes in they dump and sell at the bid price, it's a guaranteed sale vs. waiting for someone to pay the ask price.
This is why many believe that News/PR's are put out around the time that new shares are issued and the O/S rises. The News helps to pump the company, brings in new investors or stimulates longs to buy more, therefore absorbing some of the shares being sold by financiers.
When the news is real good, high volume absorbs shares quicker, when the news is so so (yesterday) the volume doesn't spike enough to absorb the 53 mil additional shares issued the day before and the s/p stalls or retreats.
It's simple laws of supply and demand. Supply created by company through financing of company and demand is created by news or developments. When one overrides the other you see either red or green.
This is why R3 is correct, we need a major (huge) contract or big $$$ revenues to offset the ever increasing supply of shares. Now we are at a crossroads and the company has to do something to address the share structure. What will it be? We will soon find out. They have many more obligations with no more shares to pay it with.
All IMHO, GLTA.
Go Tivus, be a shark!
D
It might be of benefit to understand some of the concerns regarding 504 financing and convertibles. Not to be negative but Tivus has added ~100 mil shares in less than a month and 53 mil since two days ago, those shares need to be sold then absorbed, in addition to the normal trading activity and possible short action.
We can not will and root Tivus to the finish line and revenues. There are real developments on both sides which need to be dealt with. Both the good and bad is a result of company actions.
All IMHO
Haven't had one in years but might join you for one soon. LOL.
D
PM 75, when the OS increases, that is the date the conversion is registered and recorded as part of the new share count. Thereafter, the holders of these new shares have the right to sell or hold as whenever they choose. They could sell immediately or wait till the next day/week/year. They do not have to sell at the time of conversion.
Important to distinguish between conversion and selling, they are two separate actions that do not necessarily happen concurrently or consecutively but can.
Hope this helps. GLTU.
D
44 mil added between 8/11 and 8/18
53 mil added on 8/30