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Here is my two cents.
The change in accountants is in large part about the exercise of the warrants.
- in order to issue shares for the warrants, ECOS needs to be up to date on its SEC filings
- the new accounting firm will need to audit the unfiled 10-q's and 10'k's and they will need to be filed with the SEC. (I wouldn't be surprised that these are all filed by mid to late March). They likely need a couple hundred thousand dollars to et this work done
- my guess is we will find out that MS and his buddies sold some shares into the market to raise cash to pay for the audits by the new accounting firm
If they can't bring themselves into compliance to allow LRS to exercise the warrants then the LRS deal would need to be recut. ECOS needs the cash from the warrants to pay for the equipment so my guess is that doesn't happen.
If the warrants are going to be exercised expect to see a tick up in volume toward the end of the month with the stock bouncing up to .0004/.0005 on high volume and then back to .0003/.0004. Remember we don't really know how much paper Tonaquint still has left and might also be selling short into the market to satisfy their convertible notes.
Not a merger. Just two companies put $100 each into a new company to pursue a business objective.
If you look at this from an LRS perspective their investment in ECOS Art is a free option. Invest $100 own 5% of the equity and get 50% of the margin on the purchases of units. They also get warrants that they can exercise if the stock ever moves up which could allow them to recoup their investment.
In addition their investment is not in ECOS, but into another entity so the past of ECOS is not their problem.
They have $100 (and the fees from their outside counsel) exposed until ECOS delivers the biodigesters. Not a bad deal for LRS.
I do find it interesting that LRS doesn't make an announcement of the ECOS Art deal. Obviously they don't see it as material as all of the other things they announce.
There is a fair amount of smoke and mirrors here. One should read the documents carefullly
LRS actually invested in the new LLC (ECOS Art) not ECOS. Why? Because ECOS has an issue with its SEC compliance and can't sell registered shares in ECOS until they actually update their SEC filings for the past 2 years and bring themselves into compliance. They can only sell unregistered shares of ECOS which is likely not what LRS wants. LRS lawyers are very astute and wanted to keep their client clear of ECOS and its history.
The JV while nominally owned 95% by ECOS, actually appears to allocate 50% of the profit on the sale of units back to LRS. One would argue that LRS is actually not paying the sticker price for biodigesters that is referred to in the 8K since they get back part of the profit
The 400 units in North Korea have nothing to do with ECOS. That is the Korean market of units sold by other parties. It is merely anecdotal.
For those of us who have been around a while this is a replay of the 2015 Nation Waste venture. This venture was supposed to deploy biodigesters in the Houston market. Note the representatives of Hanscom K are actually the same as Ecolocap. 18 months of this venture and nothing has come of this deal. nation Waste doesn't actually refer to it anymore. Here is the presentation from that deal.
https://prezi.com/orzdfc4hej_w/hanscom-k/
Some of us have been there for the battery technology, the seaweed to energy technology, solar street lights, chicken manure, reverse split a number of convertible note offerings (some of which still overhang the equity) and now two versions of the biodigster deal.
Read the website carefully. They Do not say that ECOS has 400 sites, but rather that there are 400 of these types of units in service in the world one of which is in the US.
You are looking at this all wrong. MS hasn't filed the reports because he is trying to save the company and shareholders money for the next great ECOS invention or stock split. As a shareholder we should be pleased he is not wasting money on lawyers and accountants and instead wasting it on other far flung schemes.
Saw this appears bird flu continues. I am sure this is why MS has been silent.
South Korea Reports New Case Of Bird Flu
28 March 2016, 9:36 am EDT
- See more at: http://www.techtimes.com/articles/144871/20160328/south-korea-reports-new-case-of-bird-flu.htm#sthash.HENOis2v.dpuf
We are now trading at a range where it is appropriate to start thinking about another 20,000 for 1 reverse split. That would get us up to $4 per share so we can have a good starting point for the roller coaster ride back to zero.
MS is redefining the terms chickensh!t company
If he could only perfect an avian sh!t composting system. That way when the birds brig on the bird flu he could collect there sh!t and still keep the composting business running
Volume has doubled day over day. This is the start of great things. Super WIFI must be the equivalent of a cure for cancer.
I don't think as a technical matter MS committed fraud in the way he portrayed his experience. Everything he said is at some level true.
1) He was the President of C Line, Inc. in the 1980's. He never said what C Line was or did. Readers didn't know it was an adult cabaret business and wanted to believe it was another C Line.
2) MS was the President of Vietelco which was a company formed under Nevada law with 2,500 shares of no par stock which had its charter revoked not long after being formed. It doesn't appear to have done anything of substance but he was the President.
3) Mr. Egger did work at the Liquor Outlet which is a liquor store just down the street from C Line. My guess is he was the General Manager. Again not a lie just nobody checked the facts.
4) As to International Lottery and Gaming it was a company that sold lottery tickets to people in Russia. It employed commission salesman who sold tickets to people with the promise of USD, trips to the US and merchandise. He was President and it did exist. (Source 1994 New York Times article by Steven Kagan)
5) From a 1994 Chicago Tribune article MS describes his business background as running transient hotels and discos. So he was a partner in the hotel business granted granted not the Ritz.
This is a classic case of people reading things and not checking the facts. As I have said on this Board in the past words don't have meaning, people give words meaning.
My guess is there is a chicken farm somewhere in Korea that thought about using M Fuel.
I did a little background check on MS. His bio notes he was the President of C Line, Inc. in Iowa from 2006 through 2008. C Line, Inc. was also known as the Chorus Line an Cabaret in Davenport, Iowa. His address shown on the Iowa Secretary of State's records is the same as his current address in Illinois. C Line was located on Brady Street in Davenport
Mr. Egger was, at the same time MS was the President of C Line, the general manager of the Liquor Outlet, a liquor store also on Brady Street in Davenport.
Not to impugn the social significance of cabarets and liquor stores, but the two people running this company bring an interesting twist to the experience of executives at high tech companies.
Lambchops
My response was satire. Nobody is happy with how this company is or was run. The fact that someone is pushing around a few shares every couple of days to create a pulse is a joke.
You guys always fail to see the positive in this trading frenzy. Just this week ECOS cumulative dollar trading exceeded its 2013-2015 total revenue.
The issue with ECOS using 506 (either c or d) is that the company has to issue unregistered securities that the holder must hold in unregistered form for one year. All his toxic financing deals he has done so far are convertible (within 30-90 days) into registered shares which the recipient can then freely sell. These are not exempt offerings in the meaning of 506.
That being said if you don't actually comply with the other SEC rules (like actually filing financial statements) this rule is only a speed bump in where you want to go.
How prophetic of you. Just came across the following new article on ECOS. Our hopes and dreams have finally come true.
June 4, 2015: Boca Ciega Retirement Village, Florida
FOR IMMEDIATE RELEASE:
Ecolocap Solutions Inc. (ECOS) is pleased to announce a major breakthrough in the use and application of M-Fuel one if its myriad of proprietary often confusing alternative nanotechnologies. Today ECOS has determined that M-Fuel can be used in Senior Care facilities and other similar institutions to enhance the quality of life of those people who have given their lives to make our lives better.
Michael (don’t call me Mikey) Siegel stated: “It is a proud moment in the evolution of this Company. Over the past few years, our executive team has spent the last few years doing some of this and some of that. Taking the obvious and making it confusing. Often saying very little by saying a lot (like what I just did).”
Siegel went on to comment: “Over the past few years, we have worked on a secret study with Boca Ciega whereby M-Fuel was combined with prune juice to reduce gas emissions and improve the the attention span and activity levels of Boca Ciega residents. This product not only improves the environment by reducing harmful and offensive gas emissions, but it also has the additional side effect of awakening otherwise vegetative human beings, like me.”
Dr Malcolm Sayer Executive Medical Director of Boca Ciega went on to comment: “This is the Holy Grail of Senior Care. ECOS proprietary technology could be the most important discovery since electricity, or maybe it was the IPHONE or something like that.”
Dr. Irwin Corey often thought of as the World’s Foremost Authority and the Inspiration for Mike Siegel went on to comment on ECOS and their years of nomadic search for a business, a product or a thought “If we don’t change directions soon, well end up where we’re going.” Thank God ECOS never changed directions.
Siegel went on to comment: “The new proprietary M-Fuel system is based on technology used by Popcorn Sutton for years in Appalachia and also has other uses which improves the financial returns associated with the use of our technology We have found it to also be a hit at the late afternoon mixers here at Boca Ciega.”
How prophetic of you. Just came across the following new article on ECOS. Our hopes and dreams have finally come true.
June 4, 2015: Boca Ciega Retirement Village, Florida
FOR IMMEDIATE RELEASE:
Ecolocap Solutions Inc. (ECOS) is pleased to announce a major breakthrough in the use and application of M-Fuel one if its myriad of proprietary often confusing alternative nanotechnologies. Today ECOS has determined that M-Fuel can be used in Senior Care facilities and other similar institutions to enhance the quality of life of those people who have given their lives to make our lives better.
Michael (don’t call me Mikey) Siegel stated: “It is a proud moment in the evolution of this Company. Over the past few years, our executive team has spent the last few years doing some of this and some of that. Taking the obvious and making it confusing. Often saying very little by saying a lot (like what I just did).”
Siegel went on to comment: “Over the past few years, we have worked on a secret study with Boca Ciega whereby M-Fuel was combined with prune juice to reduce gas emissions and improve the the attention span and activity levels of Boca Ciega residents. This product not only improves the environment by reducing harmful and offensive gas emissions, but it also has the additional side effect of awakening otherwise vegetative human beings, like me.”
Dr Malcolm Sayer Executive Medical Director of Boca Ciega went on to comment: “This is the Holy Grail of Senior Care. ECOS proprietary technology could be the most important discovery since electricity, or maybe it was the IPHONE or something like that.”
Dr. Irwin Corey often thought of as the World’s Foremost Authority and the Inspiration for Mike Siegel went on to comment on ECOS and their years of nomadic search for a business, a product or a thought “If we don’t change directions soon, well end up where we’re going.” Thank God ECOS never changed directions.
Siegel went on to comment: “The new proprietary M-Fuel system is based on technology used by Popcorn Sutton for years in Appalachia and also has other uses which improves the financial returns associated with the use of our technology We have found it to also be a hit at the late afternoon mixers here at Boca Ciega.”
I will take the bait. If you are MS this will sound familiar and you might actually know who I am.
First you don't have the capital to manufacture anything. I think the play is to explore licensing deals to generate cash flow.
for M Fuel. Find someone in the fuel or fuel additives business and try and find an entrance through them. Maybe Lubrizol in the US and Total in Europe. They are both in the space.
Think of royalty structured with an upfront a per gallon payment. You might even offer them equity in ECOSapproach.
I will take the bait. If you are MS this will sound familiar and you might actually know who I am.
First you don't have the capital to manufacture anything. I think the play is to explore licensing deals to generate cash flow.
for M Fuel. Find someone in the fuel or fuel additives business and try and find an entrance through them. Maybe Lubrizol in the US and Total in Europe. They are both in the space.
Think of royalty structured with an upfront a per gallon payment. You might even offer them equity in ECOSapproach.
There are some reasons why no VC or other strategic investor should not and will not ever invest in this company. It is a reason why it looks like a shady investment
1) You have voting control and the Board vested in three people (MS, Egger and Kwak) who do not much if any stock. They control 99% of the vote with no skin in the game.
2) You have management (MS and Egger) who draw salaries of over $100k per year financed first bey real equity investments and the last couple of years funded by toxic debt.
I actually talked to some VC's about ECOS back in 2011-2012 when the battery project and the algae into fuel projects had promise. We wouldn't invest unless the equity structure was changed to one share one vote and the Board was more representative of the real shareholder base. These are not things MS had no interest in.
My advice to MS a number of times over the past few years was focus on one idea and execute on it. He could use some of the other technology as a licensing vehicle to generate cash flow to feed the kitty of development and execution.
This company has had no revenue and no operating business since XL Generation became ECOS (I believe seven years ago). Now he has no capital, no operating business and can't even file required securities reports. I think the clock on the wall has struck twelve and ECOS has turned back into a pumpkin.
Renewable
Here are some facts on things that impact the
1) Urea after-treatment which in commercial terms is called AdBlue in Europe and DEF (Diesel Exhaust Fluid) in the Americas is a market which is growing by over 30% per annum. The four largest producers (Yara ASA, Agrium Inc., CF Industries and Potash Corporation of Saskatchewan) produce the product as a byproduct or extra stream in their ferilizer manufacturing processes. It has been the adopted solution in Europe (being pushed by the Germans who own the AdBlue mark) and is growing in the US being pushed through the fuel distribution system. Here is a link to a presentation which provides some more background. Page 21 speaks to the US regulatory drivers which have caused adoption of this technology. http://www.firt.org/sites/default/files/MonicaBaker%20-%20An%20Overview%20of%20Industrial%20Urea%20Markets%20-%20Applications%20and%20Opportunities.pdf
2) GE actually developed a marine engine for the shipping industry which reduces SOx and NOx without the use of a special catalytic system. Here is a link. http://www.businesswire.com/news/home/20150212005120/en/GE-Delivers-IMO-Tier-III-Compliant-Marine#.VVnV0_lVhHw
3) Another anecdotal piece of information. Back in 2012 all other global heavy duty truck manufacturers had moved to SCR or area after-treatment, except Navistar. They tried a different approach. It failed and they were forced to switch over to SCR. The issue was their alternative technology didn't achieve the same NOx emission reductions and wasn't reliable. The gateway to NOx emission solutions in trucks and marine is through the engine manufacturers.
As a result M Fuel is a niche market play not a solution to NOx and SOx abatement. It won't crack the engine market or the power plant markets so you are left with smaller plays like chicken coops.
Renewable
Let's not get too loose with the facts here.
1) MS and ECOS have never been probed by the SEC. There was no such disclosure ever made by MS, ECOS or the SEC. If such an investigation was ever conducted MS would have had an obligation to disclose. The only regulatory action was the FINRA investigation which revolved around selling convertible debt to a firm controlled by an individual/firm.
2) As to M Fuel and D-20 the problem is there are mandates to reduce diesel emissions. Trucks, rail, power plants ad ships have all adopted versions of urea after treatment or similar technologies. That market is growing at over 30% per year, but since they have a solution adopted by regulators in the EU, Canada and the US these markets are not going to be ECOS markets.
3) I think the waste recycling business has potential. The push for this technology needs to come from regulatory change. The diesel market found and adopted urea after treatment when regulators leaned on them and enforced standards. If regulators push waste recycling it will get some traction. This is more likely a European play first as EU regulators have already looked at this space.
As with respect to MS. He is at heart a decent person. He has aspirations, but lacks focus. I don't think he is a leader of a public company.
I assume the reason is that they are spending an extra amount of time providing much more detailed disclosure of their business, their financial plans and other required SEC disclosures. Or maybe they just don't have any money to pay the outside auditors.
This was an entity MS entered into an agreement many years back to pilot test one of the many ECOS products. They were based out of Ft Lauderdale. They were going to test and sell emulsified fuel in Latin America. FEI and MS had a dust up and the deal never went forward. FEI no longer exists as a company as their charter was revoked in 2014.
It is another example of an ECOS story with promise which is in the end just a road to nowhere. A common theme to this baby over its history.
Te offer was from Bruno Soltoni who is a loan shark on the upper east side. He is the principal lender to all of the nice retirees at Boca Ciega. The offer was $500 for the entire company including MS computer. That is why he hasn't filed the 10-K yet. Bruno has his computer.
I can't take credit for the phrase I was first taught it by the late great Professor David K Berlo
However this Board demonstrates this fact. People read the piles of drivel dished out by MS. Some see gold in them hills, some see a pile of something else.
The reality is we live in a society where the snake oil salesman has moved from the back of wagon touring the country to an internet site fleecing willing souls who want to believe his story.
I don't find that funny in fact it is actually a true statement of what this company has been all about. Think of it this way.
1) ECOS has a proven track record of creating outstandingly poor returns for their shareholders (he never says outstandingly good or bad)
2) Every shareholder that has been sucked into ECOS only to have the money sucked out of their pocket, values the experience they have had being taken and the lesson they should have learned (he never tells you what you value from your ECOS experience).
As a wise man told me years ago. Words don't have meaning, people give words meaning.
Renewable the new website is on a free platform (like GoDaddy). Wouldn't read too much into it.
I predict we will see an SEC filing today from ECOS. This will be more relevant to investors than banter about a new website.
A couple of things to put into perspective regarding ECOS and the emulsified fuels industry.
1) There are a number of other companies/countries that have diesel fuel emulsion technology, including the Chinese, Japanese, Koreans, Germans and Norwegians. The Chinese have a technology that they developed and are using in China already.
2) Elf had a product back in the 1990's prior to their merger with Total. It was a blend of diesel water and proprietary compounds. I think it was called Aquazole. They continued to develop into the mid-2000's but then mothballed it.
3) Back in 2001, Lubrizol had a product PuriNOx that it was supplying to BP for use in the London city bus fleet. This was a water diesel fuel emulsion technology.
4) The European market has always been ahead of the use market due to the prevalence of diesel engine technology in trucks, buses, etc. Elf and Lubrizol had their products tied back into OEM warranties with CAT, Man, Scania, Mack, etc.
5) Yara (a Norwegian company) has been a leader in European NOx abatement in buses and trucks in Europe for years. They use a urea after treatment approach which is gaining wide acceptance in Europe and Canada (and is growing quickly in the US). They are now applying their technology to shipping which is focused at SOx abatement. It doesn't hurt that the Norwegians are also big ship builders.
6) Urea after treatment has been the industry accepted approach by the truck and heavy engine guys. Look at what happened to Navistar in 2012 when it tried to go a different way. They tried to develop their own engine with a different NOX emission approach. It failed. They are now using Cummins engines with urea after treatment.
7) Urea after treatment has already been used for years in power plants and other NOx emitting industries.
7) I think if ECOS is going to get a footing here it needs to find a way to team up with someone big who has market access (engine manufacturer, companies with a presence in NOx/SOx abatement, etc.
MS if you are listening I would try and call Yves Bonte at Yara A/S in Norway. He is the guy running their industrial business (which includes their environmental technology business). They actually might find ECOS technology interesting and are trying to grow in the environmental technology field. Happy to provide an introduction for you.
Because others are holding the bag and need your money to bail them out for pennies on the dollar. Don't worry another reverse split, more convertible note offerings and you can then flip your investment for pennies on the dollar. It's a new form of paying it forward and helping an old man have a nice retirement.
Renewable you can check here. You will note that there are no patents issued to Ecolocap or Michael Siegel. Also there are no pending applications for either of them.
http://www.uspto.gov/patents-application-process/search-patents
You will note that there are no patents issued to Ecolocap or Michael Siegel. Also there are no pending applications for either of them.
Ther are a number of patents for emulsification (especially fuel). Again none of them by Ecolocap.
Only the Chicago Transit Authority trans and the South Shore Railroad are electric. Most buses are either diesel or nat gas. Metra is diesel locomotive based.
Filing with the SEC is cheap. Just a couple grand a quarter for an accountants review of financials. If i were him I would keep doing it until FINRA says that they will reconsider the split or says no for good.
He needs an audit at December 31st to file his 10-K that might be a bit more expensive and requires the accounting firm to sign up that all is well (financially). If I were the accountants at year-end the hardest thing I have to opine over is the FINRA issue. They will want a dissertation of the issue in the 10-K in order to cover their behinds.
NOTE 5 – NOTE RECEIVABLE
On December 17, 2013, the Company signed a receivable note with a KMBT, a manufacturer of machinery, in the aggregate amount of $285,000, at an interest rate of eight percent (8%) per annum. The drawdown notes can be prepaid upon five days notice and is payable nine months following its issuance. On October 31, 2014, the Company signed an agreement which postponed the loan payment until January 31, 2015. The amount receivable from KMBT at September 30, 2014, includes accrued interest resulting in a balance of $290,827.
KMBT is Korea Microbubble Technologies which ECOS owns 50% of. So effectively their note receivable is from an entity they own 50% of or stated a bit differently their biggest financial statement asset is a loan to themselves.
He was there trying to pitch M Fuel for the commuter train system. This was not his first appearance or his last. He was not an actual agenda item just pressing flesh. Unfortunately M Fuel is not anywhere on the list of agenda items being considered by the board.
Appreciate your view on FINRA. I have no love for regulators either unfortunately they get to run the exchanges.
The problem is FINRA regulates the MM and the issuer (ECOS). A MM with two brain cells wont process a trade at the split price since their regulator (FINRA) has told them it hasn't happened.
If I were MS I would refile my FINRA notification on the split ASAP, together with the documentation showing Asher is no longer in the stock. That is the only way the Company, the State of Nevada and the exchange will ever be on the same page.
The thing that amazes about the Amended 10-Q is that the document refers to the stock split as being effected (see capital stock notes in 10-Q), but no mention of the fact that FINRA has rejected the effectiveness of the split.
The objection of FINRA is a material fact/event that would require disclosure in a SEC filing. Just another example of whomever is advising MS (or MS himself) doesn't have a handle on compliance with Securities Law.
If he is going back to FINRA to reapply, I would not be thumbing my nose at them in a 10-Q. They don't particularly like issuers who ignore their decisions.
Proteus is another firm which invests in convertible notes. They were in a convertible note deal late last year where Tonaquint (Chicago Venture Partners) was also invested (MaxSound). My guess is that the contact may well have come from Chicago Venture Partners. For Proteus this is a bit of a flyer invest $25k for a chance at a larger payoff from restarting the ECOS stock dilution machine.
This has all the look and feel of trying to paper over the "Asher problem". FINRA won't approve the reverse split because of Asher, therefore make Asher go away. My guess is that the next filing you will see is another application to FINRA to reconsider the reverse split. If they get past FINRA (which is a big if) they then relaunch with a new strategy other than chickens.
New Blog Posting
We have an exciting development to update you on. Over the past few months we have taken our D-20 technology to another consumer who not only has endorsed our product but will be utilizing D-20 this December in his global logistics and distribution business. Our testing has shown that this consumer can transport more product per shipment at a higher MPG all while minimizing nitrous oxide emissions. The customer is one of the oldest and most trusted global distribution entities in the world. The customer has executed a multi-year supply agreement for its entire fleet. For those of us who doubted our ability to deliver on our promises, remember Virginia there is a Santa Claus. In fact our new customer is none other than Mr. S. Claus.
It is as believable as anything else that he has posted and at least in the spirit of the season.
Guys there is no fee for filing a 10-Q. See except from the SEC site.
The issuer must file its Form 10-K, Form 10-Q and Form
8-K (including financial statements, financial statement
schedules, exhibits, as applicable) electronically with the
SEC via EDGAR. No filing fee is required.
The only fee MS has to pay is that of the Accounting Firm to audit the financials which likely is the issue.
The 10-Q he filed at least lets him represent he is current (albeit incomplete) in his filing obligations with the SEC. In order to complete any securities transactions he will need to file an amendment with real financials.
My advice to clients always has been file something on time to keep in SEC compliance. It can always be amended. Sounds like MS got the same advice.