Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
DUSU: The corporation, then named PV Enterprises International, Inc., was in default status prior to filing the annual list and paying the fees for the annual list and business license and late fees on 4/1/15. Because authorized capital included 13 billion common shares and three classes of preferred shares, the authorized capital was high and I believe the fee for the annual list, which is calculated based on the authorized capital, was about $7,250,
The fee for a business license is $200 regardless of authorized capital. The corporation would have also been assessed late fees for both the annual list ($75) and business license ($100). I believe the the total amount required to cure the default status was about $7,625 total. The fees formerly owed have been paid.
However, after the corporation reduced the number of authorized common shares from 13 billion to 50 million, the annual list fee (which is the same as that assessed for an amended list) would have dropped to about $275. When the AS was increased to 400 million two days later, the calculation of the annual/amended list fee was increased to the current $375 factually displayed on the NV SOS website as well as the NV SOS portal website used by organizations incorporated in NV.
It's odd that the company has been unwilling to pay a mere $375 to file an amended annual list to remove Peter Villiotis as the sole office/director and add Joel Bredow and the others who are supposedly now holding officer or director positions. In fact, when the annual list previously filed is no longer accurate, a new list is required to be filed.
It's even stranger that people have been told by one or moe company representatives that the cost is much higher than that reflected on the NV SOS website and that a new list can't even be filed until July. The fee is factual and correctly shown on the NV SOS website. The amended list can be filed at any time but if it is filed more than 90 days prior to its annual due date, a new annual list with fee needs to be paid to meet the annual requirement. The list can even be filed online.
DSUS fee to file an amended annual list of officers and directors:
http://nvsos.gov/sosentitysearch/FeeDetails.aspx?ctok=uyx9DfdRU25WJll%252fgaY8sQ%253d%253d
The portal site: https://www.nvsilverflume.gov/businessSearch
Incorrect:
DSUS pre-split shares: The transfer agent needs to issue the replacement shares. Shares held in street name (Cede & Co) are on deposit at the DTC. The TA needs to coordinate with the DTC to reconcile the old street name shares and issue new shares at the ratio of 1 new share for every 260 PVEC shares owned prior to the reverse split. If a company's stock is DWAC eligibile (also called DTC eligible) this can be done electronically, otherwise paper certificates need to be issued.
It is my understanding that DSUSA's TA (Olde Monmouth Stock Transfer Co.) has not yet coordinated with the DTC and that the DTC's records still reflect the old corporate name and CUSIP number. I spoke with a man from Olde Monmouth last week and he told me that the no action was needed by the TA to process the reverse split but that they would issue replacement shares to brokers who return the pre-split shares.
Brokerages that don't deposit the stock of their clients at the DTC may already have exchanged the pre-split shares for the new ones so their clients are able to sell their old shares. However the majority of mainline brokerages use the DTC for deposit, including ETrade.
When the DTC processes changes in ticker symbol, name or CUSIP number for an OTC issuers, the additions and deletions are shown included on a daily list. This is today's list:
http://www.dtcc.com/~/media/Files/pdf/2015/6/1/OTC-103.pdf
Has the DTC shown the deletion of the PVEC/PVECD symbol with its old CUSIP number and added the DSUS symbol with the new CUSIP number and corporate name? If not, the brokers are not at fault. It's likely that Olde Monmouth has not yet exchanged the old shares deposited at the DTC with the new shares.
A representative of Olde Monmouth with whom I spoke last week told me that the TA is not required to do anything in the processing of a reverse split. He seemed to indicate that it was voluntary for new shares to be issued to replace the pre-split shares. I told him that his explanation was contrary to my understanding so we left it at that.
Additionally he told me that Olde Monmouth provides services only for common stock and is not involved in any of the preferred stock.
Peter Villiotis remains the SOLE officer/director of Drone Services USA, Inc. (DSUS - fka PVEC, PVECD, VDSC) per filings with the Nevada Secretary of State. Legally, he is the ONLY one who can make changes to the Articles of Incorporation.
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=uyx9DfdRU25WJll%252fgaY8sQ%253d%253d&nt7=0
The Florida address and telephone number also remain the same as that used by Peter Villiotis for PVEI (now named DSUSA), PVE (the Florida corporation) and Zeus Travel:
1850 SE 17th Street, Suite 305
Ft. Lauderdale, FL 33316
954-716-8796
http://www.otcmarkets.com/stock/DSUS/profile
The financial statements being used to maintain "Current Information" status with OTC Markets are for PV Enterprises International, Inc. and signed by Peter. If they do not represent the financial statements of Drone Services USA (DSUSA) then that status is erroneous.
http://www.otcmarkets.com/financialReportViewer?symbol=DSUS&id=138949
There is not a single filing with information about a drone company or naming the supposed new officers and directors.
Although the transfer agent, Olde Monmouth Stock Transfer Co,, has been given Joel Bredow's name as the new contact, they have not been given a new or direct telephone number for him and have apparently never spoken with him. OMSTC telephone number: 732-872-2727
Why is Joel Bredow is shown only as "Acting CEO" on the OTC Markets company profile (link above)?
It is my suspicion that despite the name and ticker and ticker symbol change, an actual reverse merger has not been completed.
It would be consistent with Peter Villiotis's extensive and verifiable history with this public company for it to later be claimed that the supposedly "fell through" as happened with ALL of the other mergers, dividend and major contracts he previously announced. He makes announcements of forward-looking events as though they were historical.
What has been portrayed as occurring with this public company now named DSUSA does not make any sense. If the supposedly merged company was as legitimate as people are supposed to believe it, then it would have filed an S-1 registration statement with audited financial statements and required disclosure to go public instead of doing a shady reverse merger with an extremely tainted corporation. The cost for doing so would be far less than "honoring" the 18,627,799 Series C preferred shares at $.20/share, which equals nearly $3.3 million.
Additionally, when a public company/shell does a reverse merger, the vast majority of new shares are issued to the owners of the private company with the former shareholders experiencing massive dilution of their holdings. It does not make sense that a the owners of a private company would do a reverse merger into a public shell without taking majority ownership.
As has always been the case with this company, there are a large number of red flags, many of which I haven't even mentioned. I do not believe this saga will end well for investors.
De-registering a stock simply means that the company is no longer required to issue periodic SEC reports via EDGAR. The stock can still trade after being de-registered.
Most of the companies that trade via OTC Link (fka Pink Sheets) do not have registered stock. In many cases, the stock was once registered but was later de-registered with the filing of a Form 15.
The SEC has stepped up actions to revoke the registration of stock for companies that are substantially delinquent in their SEC filngs. When a stock's registration is involuntarily revoked via an Administrative proceeding by the SEC, the ticker is deleted and the stock can't trade at all. The company is then private rather than public.
It's common for OTC companies that no longer want to be fully reporting to file Form 15. Such companies can then submit their financial and disclosure reports to OTC Markets, which has almost no review or accountability. Actually, even companies with registered stock can file financial and disclosure reports with OTC Markets, but doing so doesn't satisfy the obligation to file with the SEC as well.
I do not expect to see any more financial reports filed with the SEC for XNRG due to the fraudulent statements previously filed and the likelihood that the current auditor would require them to be restated before issuing an audit opinion.
Jerry Mikolacjzk seems to be going dark with a lack of both SEC and OTC Markets filings as well as the default corporate status with the NV SOS.
The stock is buried into the ground and has been at no-bid status for months. A reverse split would be necessary to get it trading again, however existing shareholders would be essentially wiped out in such an action.
Kerry Thacker and Jason Baker of CM Research, which is owed $365,000 from XUN for services not yet provided, are assisting in a reverse merger and reverse stock split for PVEC (PVECD) -- the company for which they previously worked.
Carlson: contact information for Robert Calkin of Cannaworx:
818-515-7600
bob@pentasystem.com
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=110955131
Clifford Pope, CEO of IJJ Corp (IJJP):
Main number (usually goes to voice mail): 301-202-7762
Home office: 301-384-7959
cpope@ijjc.com
Corporate address:
1325 Cavendish Drive, Suite 102
Silver Spring, MD 20905, USA
Despite using a bogus suite number, IJJC is operated out of Clifford Pope's private residence. Calling his home number, which was previously listed on the ijjc.com website, is apparently more likely to receive a live answer.
Auditors are only required to "review" the financial information reported quarterly on Form 10-Q as stated in your link. Audits are required for annual reports on Form 10-K.
As I have stated, I believe that the new auditors will not accept the previously filed financial statements for XUN Energy (XNRG) as they were not prepared according to GAAP and constitute financial fraud. The new auditors would likely require Jerry to restate prior years and quarters, which would call attention to the fraud.
Jerry's next SEC filing may be a Form 15 to de-register the stock.
FINRA processed the name change and reverse split and issued a new CUSIP, however I don't see a change in the symbol to DSUS as indicated in the press release issued by Drone Services USA, Inc. on it's website yesterday and on OTC Markets today (4/29/15).
Below is a screenshot of FIRNA's action. Perhaps my aging eyes are missing it. From what I see, the ticker symbol will remain PVEC with a "D" appended (PVECD) for 20 trading days due to the reverse slit. The "D" indicates new stock that will replace the old stock.
Typically when a symbol change accompanies a name change and/or RS, the new symbol is used immediately, with the D added for the first 20 trading days.
Please note that symbol changes are included in the named actions for other stocks but none is stated for PVEC (search the date of 4/28/15):
http://otce.finra.org/DailyList
The only symbol change I see is the temporary addition of the "D" to PVEC. When the D is removed, FINRA will show the change back to PVEC on the daily list.
Another corporate action request may need to be submitted to FINRA to change the symbol
Peter Villiotis did not change the symbol at the same time that he changed the name of the company, It remained VDSC for some time until he submitted an additional request.
FWIW, DSUS is the symbol used by a company named Lyxor DS Ust that trades on the London Stock Exchange. The symbol may not be available as a ticker for a US company.
http://ih.advfn.com/stock-market/london/DSUS/stock-price
Is this yet another of the numerous "glitches" that seem to affect this stock?
PVECD charts:
Use theses charts for the 20 trading days following the reverse merger with Drone Services USA, Inc. that was effective today along with a 1:260 reverse split of PVEC stock.
The VWAP (volume-weighted average prices is shown in the quote boxes. Today the VWAP was $.0367 with volume of 331,626 shares traded.
Six-month chart:
Three-year PVEC/PVECD chart:
http://stockcharts.com/h-sc/ui?s=PVECD&p=D&yr=3&mn=0&dy=0&id=p02290017621
All prior prices and volume in the above charts are split-adjusted.
Drone Services states that its ticker will become DSUS following the 20-day period in which a "D" is added to the PVEC ticker (PVECD). I did not see this ticker change in the FINRA daily report.
The biggest known debt of Drone Services USA, Inc. (fka PV Enterprises International, Inc.) is the Series C preferred shares which were supposed to have been redeemable last fall for $.20 each in cash.
The most recent quarterly report for PVEI (PVEC/PVECD) shows 18,621,799 Series C shares as issued which equates to a debt of $3,724,360!
This financial obligation should have been listed as a debt on the balance sheet but wasn't. No financial statements have been shown for Drone Services USA, Inc., but it's extremely unlikely that it has an extra $3.75 million in cash ready for redemption of these preferred shares.
Oscar O. Lawson, II (IJJP's supposed EVP and COO), owns a company called ZenEdian, Inc. according to his LinkedIn profile (which does not include a position with with IJJ Corporation:
https://www.linkedin.com/pub/oscar-lawson/4/2a0/a27
His telephone number is (240) 450-2896:
https://plus.google.com/102566507915633756974/about?gl=us&hl=en
IMO, his original position and recently announced "promotion" are just pump to dump fodder attempting to make this sham company look more legitimate. It's possible that he told Pope he no longer wants his name associate with the current fraudulent scheme.
PR about Lawson's supposed promotion to EVP and COO issued February 6, 2015:
http://ih.advfn.com/p.php?pid=nmona&article=65390482
Original PR announcing Lawson's appointment to VP and COO on November 8, 2011:
http://ih.advfn.com/p.php?pid=nmona&article=49850793
How does a LLC do a reverse merger with a public company? I haven't ever seen it done and am hoping that participants on this forum can explain if it is even possible.
PV Enterprises International,Inc. (PVEC) changed its name to Drone Services USA, Inc. this month. The former IRO of PVEI (PVEC), Kerry Thacker, has confirmed that she filed the name change documents and a member of the BOD of Drone Services indicated that a reverse merger is in process being handled by Kerry.
In doing some early research on the new company, I found that it is a Limited Liability Company named Drone Services Hawaii, LLC.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=112924637
Regarding the email that PVEC supposedly sent out to which you referred... It was a bizarre and lengthy rant about iHub, me and another poster. I'm not sure it was even sent by PVEI as this reverse merger was clearly in progress at that time. IMO, it was likely an attempt to engage shareholders of PVEC and perhaps make a private offering of shares in the RM company as their holdings will be decimated if the RM and RS occur as are apparently planned.
The corporation is not a clean shell however and if FINRA does the review it should, the corporate actions for a RM and RS are not guaranteed to occur.
The corporation underlying PVEC stock is now active but still shows the PVEI officers and directors:
https://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=uyx9DfdRU25WJll%252fgaY8sQ%253d%253d
I called the SOS again just now and learned that I had been given incorrect information earlier. The fees were paid on 4/17/15 and the status updated today.
It seems probable that the fees would have been submitted along with a new list of officers and directors. The woman I spoke with a few minutes ago said that the new names would be displayed. However, given that I was given incorrect information earlier I wonder if the new names haven't yet been updated on the SOS website.
I didn't take a screen shot of the earlier calculation of $7,650 due which included the business license and late fees.
Below is a screen shot of what is due if an amended list of officers and directors is filed.
https://nvsos.gov/sosentitysearch/FeeDetails.aspx?ctok=uyx9DfdRU25WJll%252fgaY8sQ%253d%253d
Of even greater importance is that the corporation has a $4 million financial liability to a large number of PVEC shareholders for the Series C preferred shares which were processed through FINRA but never fully distributed and never redeemed.
The FINRA-processed spinoff dividend of IMAG Group (fka Red Tide Defense) shares that was never distributed is also an issue that hasn't been resolved.
The corporate shell is far from clean and the reverse merger, name change, etc. needs to be processed by FINRA as well as any reverse split, ticker and/or CUSIP change.
IMO, the corporation is a high-risk shell and this maneuver could bring new regulatory review of the lengthy history of fraud perpetrated since the RM with PV Enterprises.
Again, a competent and honest attorney needs to be involved -- especially for pre merger due diligence and FINRA requests for company actions.
Drone Services Hawaii, LLC
98-1827A Kaahumanu St Aiea, HI 96701
808-225-2968
https://www.droneserviceshawaii.com
dronedepothi@gmail.com
The company's address is a private residence -- a condo.
I've never seen a Limited Liability Company do a reverse merger into a public corporation. I'm not sure I understand the legality of such a maneuver.
Hopefully Drone Services and CMR have engaged a competent attorney to perform the required pre-merger due diligence as well as handling all of the transactions, legal documents and filings.
This is, after all, a publicly owned and traded corporation.
Has anyone reviewed the IP address of the emails sent to PVEC shareholders on 3/26/15 to verify that they came from PVEI's Florida office?
Given that it is now known that the plan has been to use the PVEC corporation for a reverse merger with Drone Services USA, Inc., both of the emails sent seem even more bizarre. Jason registered the Drone Services website URL just a few hours after those emails were sent.
In the spirit of transparency, it would be great if someone would share the email header data which would include the IP address of the sender.
It's quite interesting to try to discover what has been going on with this publicly traded company. It occurs to me that CMR may want contact information in order to make some sort of private offering to PVEC shareholders to make up for the lost value of their PVEC stock holdings after a reverse split with a large number of new shares being issued to the owners of Drone Services.
Original website for Drone Services USA, Inc.:
http://droneserviceshawaii.com/
Drone Services USA, Inc. seems to be located in Hawaii per the area code of their telephone number, 808-225-2968.
Incorrect. The Nevada SOS allows amendments to Articles of Incorporation even when a corp is in default status. No amendments can be made after a corporation is revoked unless fees and the list of officers and directors are submitted to reinstate the corp.
I called the NV SOS earlier today and was told that no fees have been filed to cure the default which has existed since September 2014. As of today, $7,650 is due:
https://nvsos.gov/sosentitysearch/FeeDetails.aspx?ctok=uyx9DfdRU25WJll%252fgaY8sQ%253d%253d
The woman with whom I spoke did not know if the amendment filed earlier this month included a new list of officers and directors. She stated that anyone can order copies of corporate amendments for $2 each.
Contact info:
Secretary of State
Nevada State Capitol Building
101 North Carson Street, Suite 3
Carson City, NV 89701
Phone: 775-684-5708
FAX: 775-684-5725*
Email: sosmail@sos.nv.gov
It's interesting that When Kerry was the IRO for PVEC, there were frequently problems with press releases and other issues which she always claimed were some sort of "glitch" with another party such as OTC Markets, the news wire service, iHub, etc.
Now Kerry claims that the NV SOS has some sort of problem showing the proper status of Drone Services USA, Inc. (fka PV Enterprises International, Inc.). Another "glitch?"
Anyone can call the NV SOS to see if the fees have been paid. From what I was told, there is no glitch.
Can XUN Energy, Inc. legally issue new XNRG shares to satisfy the $2 million worth of free-trading debt conversion shares for which it is now obligated when the corporation is in default status?
It's been in default with the NV SOS since 12/31/14:
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=a%252bzHXt4swUVooTkk9MyrfQ%253d%253d&nt7=0
Is XUN's transfer agent aware of the default?
Pacific Stock Transfer Co.
4045 S. Spencer Street
Suite 403
Las Vegas, NV 89119
800-785-7782
http://www.pacificstocktransfer.com
info@pacificstocktransfer.com
Pacific Stock Transfer was owned by fraudster/manipulator Joseph Muese and has had a shady history.
https://www.securitieslawyer101.com/2014/sec-pursues-shell-packer-joseph-meuse-again/
SEC injunction: http://www.sec.gov/litigation/admin/2014/34-73680.pdf
Jason Baker registered the URL for Drone Services USA, Inc. in his own name on March 27, 2015, the day after the emails that were supposedly sent by PV Enterprises International, Inc. to PVEC shareholders.
Whois for https://dsusa.us:
PVEC: I called Drone Services USA, Inc. at 808-225-2968 (the number on their website https://www.dsusa.us) and spoke with Michael Elliot (member of the BOD) who informed me that Drone Services is working with Kerry Thacker regarding the Nevada Corporation that now bears his company's name. He was not aware that the Nevada corporation is in default status.
After confirming that the corporation formerly known as PV Enterprises International, Inc. is now named Drone Services USA, Inc., Mr. Elliot told me that Kerry Thacker is their "agent" and that all questions should be referred to her. He instructed me to call her and gave me the telephone number of 202-322-7182, which is the number published for CM Research, LLC, the company Kerry runs with former PVEI Director of Technical Operations Jason Baker.
I called Kerry and told her that I was "Cassandra" from iHub. Needless to say, she was not friendly toward me and refused to answer most of my questions. She did tellme that the filing with FINRA was already done and that I was misinformed about the Nevada corporation being in default. I asked her who sent the recent emails to shareholders from PV Enterprises and she claimed to have no knowledge of any emails. That seems extremely unlikely.
When I challenged her about the emails, she seemed uncomfortable and verbally danced around a bit saying that if I or my "agents" received an email, it wasn't from her. I explained that I didn't receive any emails, which were sent to shareholders.
As I have stated all along, I believe the collection of contact information including home addresses, telephone numbers and email addresses of PVEC shareholders allegedly for verification of identity for the Series C gift shares was actually being done for other purposes.
It appears that Kerry is trying to arrange for Drone Services USA, Inc. to merge into the publicly-traded corporation formerly named PV Enterprises International, Inc. If this is the case, PVEC investors should expect a reverse split that would essentially wipe out the value of their holdings. Redemption of the PVEC Series C shares for the $.20/share promised remains extremely unlikely.
IMO, Peter Villiotis did not send the emails on 3/26/15. It appears my suspicion posted that Kerry is again involved with PVEC was correct.
PVEC: Corporate name changed to DRONE SERVICES USA, INC. (no longer PV Enterprises International, Inc.) and remains in default status with the Nevada Secretary of State:
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=uyx9DfdRU25WJll%252fgaY8sQ%253d%253d
This name change should have been processed by FINRA before being made effective and still needs to be filed.
It's strange that there has been no announcement of what appears to be a major change in the kind of business. Is PVEC reverting back to Red Tide Defense, the name of which was changed to IMAG Group? Will Salmon and Ayers be involved again? Is Peter still going to be the CEO? What's the status of the Series C gift shares?
The name change was apparently the amendment made on 4/9/15, effective on 4/10/15:
http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=uyx9DfdRU25WJll%252fgaY8sQ%253d%253d&CorpName=DRONE+SERVICES+USA%2c+INC.
Same as former link:
http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=uyx9DfdRU25WJll%252fgaY8sQ%253d%253d&CorpName=PV+ENTERPRISES+INTERNATIONAL%2c+INC
What's up?
Zeus Travel may be licensed as a travel agency (Seller 9f Travel) but PV Enterprises International, Inc. which is the corporation underlying PVEC stock is currently in default status with the Nevada Secretary of State:
http://nvsos.gov/SOSEntitySearch/CorpDetails.aspx?lx8nvq=uyx9DfdRU25WJll%252fgaY8sQ%253d%253d&nt7=0
The fees and annual list of officers and directors were due on 9/30/2014 but were not submitted. Legally PVEI can't do business anywhere.
Nevada SOS fees and late fees due:
http://nvsos.gov/SOSEntitySearch/FeeDetails.aspx?ctok=uyx9DfdRU25WJll%252fgaY8sQ%253d%253d
Additionally, OTC Markets warns that PVEI is not providing financial and disclosure information and classifies PVEC with a stop sign as all required information is more than 6 months old:
http://www.otcmarkets.com/stock/PVEC/quote
What is the legal relationship between PVEI and Zeus Travel?
If Zeus Travel is selling travel services and receiving revenue, it's possible that the revenue would not be credited to PVEI, the entity owned by the shareholders. Peter may consider Zeus to be his own private corporation or a private partnership.
One of my concerns about Zeus Travel would be it potentially marketing travel services to foreigners much like Peter's scam in Panama in which his privately-owned Panamanian company, Pan American Seaways, which advertised in Panama, had reservation agents and collected fares for a Ro-Ro ferry service that was to begin service in between Colon, Panama and Cartegena, Colombia in May 2012 on the Nissos Rodos ferry. However, the Nissos Rodos never left Europe and was never in the hands of Peter or his private company.
More information on the Panama/Colombia ferry scam:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=92690380
Foreigners who are scammed would be unlikely to file complaints against the company's Florida license as a seller of travel.
I have no idea what Zeus Travel does, but Peter's history in Panama is of concern.
License link:
https://csapp.800helpfla.com/cspublicapp/businesssearch/businesssearch.aspx
The issuance of free-trading settlement shares worth over $2 million is so MASSIVELY dilutive that daily safety net prices would not be able to prevent extreme downward pressure on the share price.
The option for a safety net price when the stock is already at no bid is meaningless. Setting a safety net price above where the stock can be traded would be unreasonable.
The only way setting a daily safety net price would have meaning is after a reverse split to prevent an immediate death spiral of the split-adjusted price.
Keep in mind that the way Jerry Mikolajczyk set this up is that ECVI first sells its shares and then gives 90% of the proceeds to the debtees to repay their so-called "debts," which include invoices for services not yet rendered. If ECVI can't sell the settlement shares it receives, Jerry, Peter, Vencedor, CM Research and the other debtees won't get paid.
This structure in which ECVI did not first pay in full for the debt is likely an obvious misuse/abuse of Section 3(a)(10) and an attempt to circumvent registration laws. It's just one of the reasons that the SEC could take enforcement action against the company such as a suspension in trading of XNRG stock and relegation to the grey market.
There is no "agreed upon" safety net price for the settlement shares issued to ECVI.
XNRG has the "option" to set a safety net price each trading day, but that price can't be "unreasonable." Obviously any price that exceeds $.0001 (the highest share price over the last several months) would be unreasonable. Given the no-bid status and lack of demand for the stock,
The following is taken from the court-approved stipulation:
The re-exam of the '108 patent may result in the same kind of invalidly that the '714 patent had due to prior art.
"Safety net" price for massive dilution dumpage of $2 million worth of free-trading shares issued under the misuse/abuse of the Section 3(a)(10) exemption from registration?
Just because the company has the right to set a "safety net" price below which ECVI (the buyer of the debt) is not supposed to sell the massive quantity of shares to be issued, doesn't mean that a safety new price has ever been set or could even be enforced if set. What recourse does the company have if shares are dumped below a supposed safety net price?
XRNG stock has been at or below no bid x $.0001 ask since before a court granted the debt settlement stipulation to issue $2 million worth of free-trading shares of XNRG stock under the Section 3(a)(10) exemption from registration. Given that Jerry, Peter, Vencedor, CM Research and others are waiting for their "debts" to be paid, it's obvious that any safety net price would have to be at or below the highest trades of $.0001.
It's my belief that ECVI is allowed to sell for whatever price they can get. What is the current share structure? How many new shares have entered the float from ECVI and the debt holders.
Shares issued to the CPN holders had been priced at a low of $.00005 but that price may have been reduced further.
There have been several days that trades are done at $.00001 with trades going at low as $.000001 (quintuple zero).
I took this screen shot after the close on 3/25/15:
Most recent trading volume and prices:
http://ih.advfn.com/stock-market/USOTC/XNRG/historical
http://stockcharts.com/c-sc/sc?s=XNRG&p=D&yr=3&mn=0&dy=0&i=p34509583441&r=1417812331029
The value of the holdings owned by existing shareholders is usually decimated when OTC stocks do a substantial reverse split. The share price immediately following the RS is supposed to be inflated by the split percentage (split-adjusted price). However toxic dilution almost always resumes and the share price continues to retreat -- often until there is no published bid if the new dilution is massive.
In all of my years of following OTC stocks, I've never seen one with such a massive already known share issuance obligation. $2 million worth of stock is supposed to be issued to ECVI (the purchaser of the debts) to pay the debtees included in the Section 3(a)(10) action.
$2 million in stock issued at a step discount is horrendously dilutive. It's even worse that there is no real gain for the company or its shareholders.
Given knowledge of the obligation to issue such a massive quantity of free-trading shares and that those shares will be sold to pay the included debtees as well as the disclosure in the SEC filings of a possible reverse split, it is not "rational" (as the term in used in the study of economics) for anyone to purchase the stock. There is almost no likelihood of a sustainable increase in the share price.
Jerry Mikolajczyk may file a Form 15 to de-register XNRG stock rather than file the belated 10-Q.
IMO the primary reason the 10-Q for QE 11/30/14 has not been filed is disagreement by the current auditors with the obviously fraudulent accounting in financial statements filed previously. Anton & Chia, LLC may be insisting on restating previous years.
Although quarterly statements aren't audited, smaller companies may have their auditors do a cursory review.
De-registering the stock not only removes the requirement for a company to file periodic reports, but has another benefit for a company that has diluted the stock into the ground. It is much quicker and easier for a non-reporting company to do a reverse split, which is clearly needed in order to sell the billions of free-trading shares to be issued under the misuse use of Section 3(a)(10) in exchange for $2 million in mostly bogus debt.
XNRG Form 8-K regarding change in auditors:
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10239333
Edit: I just noticed that Jerry didn't properly edit the body of his previously-filed Form NT 10-Q to change the quarter from August 2014 to November 2014:
Kerry very well may be working for PVEC again. Clearly Peter Villiotis did not author this email. Unnecessary and excessively wordy phrases like "[a]s we endeavor to move forward" are unusual and remind me of the PRs that were being released in the past. It could also be written by the unnamed PR firm PVEC claimed to be using a year or so ago.
Why is PVEC suddenly sending information to shareholders in private emails instead of making public announcements?
The company has been publicly silent with the stock having no bid and very little trading for many months, yet after the private emails sent yesterday, traded 25 million shares with another 721K today.
This is not the way honest and legitimate public companies behave.
The six-month chart:
Three-year chart:
Where does the email from PVEC state this?