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Gotcha, Who is the guy who filed the Form D? I don't see his name anywhere on the state filings website... Matthew Marsenison This is the one who I've been leaving messages for with no return call.
http://form-d.findthebest.com/l/138224/Turbine-Aviation-Holdings-LLC
Hi SooS, How do we know the authorized number is not raised already? I for one have called the transfer agent several times without a call back. Have you seen any current share data published?
You're right. It's a lottery ticket. But I disagree about the R/S. There is no number of shares that are immune to a reverse. It comes down to is insider percentage. I believe that this was a cash and carry shell. If that's the case, It's completely reversible. And despite what one "poster" said about speaking to the company and they confirmed there was no reverse split... 1 that makes no sense and 2, to my knowledge, (including my attempts by myself) nobody else has ben able to get in touch with any else there.
That being said, I fear a reverse split is more than inevitable and we will be all reversed down to nothing. Think about it, there is no reason not to. Why would the new owners of the shell (no matter who they are) give away at least 30% of their company when they can take back it all (pre money).
Than you should sell because this company is about to have WAY more than 1 billion outstanding if that raise is complete.
Now that's a great question. The stock was dead than all of a sudden the board was filled with "pumpers" and a truckload of DD appeared showing name changes, filings with the state, Domain name changes of registrar, form D filings, etc. Either it's legit, or its a scam. I've reached out to the company several times as an investor with no call back to date. Anybody raising capital should want to speak to a prospective investor right? I've even called their transfer agent looking for contact info on the company and still nothing. But look, I'm holding shares from several years ago that I basically wrote off like many of us, so I'm just taking the right right now.
Actually Yes. And I've been the biggest skeptic discussing real contingencies like reverse splits and dilution due to the convertible debt. Somebody posted a screen shot of the doc from a tweet of it. It, at glance appeared to be legit.
Thank you! I read that but have never seen that doc before. Thanks for sharing it. The question is why that name change is not reflected on the public company?
There's a lot of DD that seems circumstantial. The problem is that despite what some people on the board say, there has been no confirmation from the company. This is about 3 months on going.
Now the positive... I've been involved with many RTO's before. IF the company is actually completing an audit prior to the SEA, (which seems likely since the company is calling itself a "$5-25 million" company on their form D they filed with the SEC, and this is the private company, not GLGT) it is not uncommon that an audit will take up to and over 3 months to complete. It's important to stress that they are NOT one in the same at this point (the private areo co's and GLGT).
We know that GLGT (the shell) has been purchased, but we don't know by who. And we know that the aero co filed their form D.
There is nothing else PHYSICALLY linking GLGT to to the aero co that I have read.
That all being said, The majority of the board seems to think that the officers of the private co purchased the GLGT shell to merge the private aero into it.
We'll see.
Good luck all!
Agreed. I bring up many points that are very logical. You would think people would want to know the risks involved. This board used to be filled with somewhat intelligent DD. Now it seems like that is exhausted and its resorted to hype. Except it seems like they ran out of buying power. Funny, last I read the co was earning $50 million in revenue. I've not seen one financial document. I've made daily attempts calling the co with to date not a return call. Starting to seem very fishy. I think the smart money is moving out slowly. Just enough to recoup costs and hold a position in case this does come to fruition.
Hi So Gal, Yes you're right. I took another look and this is a debt offering. Not equity. So here's the thing. Debt is generally easier to raise than equity because the debt holder's capital is secured by the shares. If at least the interest payments are not met, the debt is immediately converted to equity and they are sold in the market to repay the unpaid debt.
You want to talk dilution? Now I have not seen the terms but generally on these stocks they are floorless. Meaning that there is no limit to the conversion price. As the debt is being sold and the stock price is dropping, there is no limit to how low the stock can go in order to repay the debt.
Again, without reading any details, But... This is what's called a "Death Spiral".
The next few days will be interesting because the company generally takes 30 days to do a name change. If GLGT actually merged with turbine aviation holdings, they inherit their debt and than watch out. But to date we have not seen any merger docs or even a name change which should have happened by now. So... any guess would be pure speculation as far as I'm concerned.
You people keep saying no dilution but the company is raising $25 million supposedly. That's all newly issued shares. Seems like pretty big dilution to me.
And I know that somebody posted the co would not do this but... Without a reverse split, if the co is really realizing say $20 million in sales, with 20% margins (this is an example) that's $5 million net X PE of say 15, that's $60 million market cap. (again just an example)
Currently the co has about 30% of their stock in the public. That's $40million worth of stock for the co and $20 million worth of stock for the public shareholders (float).
$25 million dilution represents about 40% of the outstanding market cap. Which would bring the company below 50% ownership.
However if they did a reverse split, basically canceling all of the public shares (reversing them down to next to nothing) and than issuing 25 million worth of stock, that would leave them with about 60%.
Now, which scenario makes more sense?
Y, that's the guy I've been leaving messages for inquiring about investing in his reg d with no call back. If an investor called me and wanted to invest in one of my ventures, Dam right I'd call him right back.
It's going to increase the outstanding obviously. Have to take a look at what the authorized is. Might max it or they might have to increase it. Either way these are new shares being issued. $25 million worth. And, they are likely being sold at a discount. They will become free trading through a registration and be sold into the market at a profit.
Thank you. That's the first I'm seeing of that. I just called and left a message for Matthew "who is handling it" I'm told. I will update when I have more info.
To be clear, Turbine aviation filed that in 2013. Not GLGT. We have not seen any definitive merger docs (and they should be in the form of an SEA) as of yet. Granted there is much DD that does point to the fact.
The financing is important. A registration statement should follow once the financing is closed. $25mm is a big number for a company of which the DD represents 5-25 mm in sales. And remember these are going to be newly issued shares which DOES mean dilution. How much depends on where they close the offering.
That being said, if this company DOES warrant and can support a $25 million funding, it's a REAL big deal, which leads me to question why it would get involved with a non reporting pink.
I'm interested in learning what's comprised (if units are being offered) as to shares, warrants and / or options to the investor as well as registration rights as they pertain.
I'll update if I receive a call back.
Just so the board knows, there was NOTHING filed with the SEC as far as a form D in september 2013 as stated by mayrexx. Let's try to keep things real.
Again, I never bashed the stock but there are things in question. If you want to flood them out by bashing me and hyping your DD, you're doing yourself and the rest of this board a disservice.
1. Addressing the convertible debt
2. Auditor hired?
and more.
Who said anything about fluff? I said news on a merger or at least their intent.
Most "$hitty penny stocks" like you put it, hire promoters who are paid in stock to "pump" up the stock and than "dump" their stock causing it to plummet.
A simple announcement with the company's intent would not be pump. It would be a factual statement which is more than welcomed at this point.
YES! Just like many of us and other shareholders that are seeing a jump when they open their statements in the mail. The DD on this board is extensive. It seems like many of the players have done a great deal of homework. Now just sitting and waiting for the company to announce something substantial. A simple PR would be at the least. It's hard to understand why this has not been done to date.
Reporting or not, They went public for increased valuation and to raise funds through their convertible debt I'm sure. The more exposure they generate the better so for the life of me, I can't understand why nothing has been announced as of yet.
If this company wants to be recognized, they would be putting news out stating their intent go reporting at the least. That would generate more interest and substance the DD on the board.
That is 100% correct except for the fact that we're not talking about an "offering". An Offering through a Reg A pertains to stock being offered for sale (private placement) and the registration of that stock for sale INTO THE MARKET which would otherwise be restricted.
We're talking about an 8K event here. (material event disclosure). A merger would qualify. The question is does the merger (through an 8K) have to be filed? Or even announced? And if so, does the company have to be reporting to file an 8K? The answer? I'm not sure but every 8K or (super 8K) for a merger (it's "super" because it discussed and discloses EVERYTHING about all companies involved) that I've ever seen contained audited financials.
That's why we need to know if the company has a GAAP auditor or not.
Hello Mag, I just read my post that you were replying to but I don't understand your point, or question "Why if it already has revenue". Please elaborate.
You're right. It is pink. But non reporting pink which holds my point the same. they don't HAVE to report Anything to the public at this point.
I've called, numerous times as an investor, the number on the board. I have not gotten a call back. I've asked that specific question about the auditor, and who is their legal team. These are 2 key factors that determine credibility. If anybody has another number I can try, please provide. I'd love to get in contact with them. I've played a key role in a dozen reverse mergers over the years. Advised on them, worked with auditors and legal teams. I know the space well and I'd love to get some more insight on their plans.
If anybody has another contact besides the number posted, please do let me know.
Look all, I'm not bashing, I'm in it. I'm just trying to fill in the missing pieces for everybody here. And Audit, legal, reporting teams are key. The bulk of the DD appears to be done but it is mostly (with the exception of some) broad strokes. I'm looking to read the fine print.
Look, the co is grey sheets. Non reporting even to the pinks (OTC). I don't THINK they have to file anything. (I could be wrong). If it were reporting they would file a Super 8K. But... you can't do that without an audit. An audit can take 3-4 months on a single (small) company. But if this is a double or triple merger, it could take much longer.
All these people talking to the co. The most important question that should have been asked is... "Who is your auditor, or do you you not have one and play to stay non reporting". That's a Q that every pub co should answer on the spot. And Frankly, it's the most important Q for any investor or prospective investor at this point.
Please don't construe anything that's not a "Pump" post as negative.
Audited financials... did I miss a post? Are they going reporting? I don't remember seeing anything about that. If they are not, we may never see a filing on this. Even if the merger IS complete.
AMEN!!! Finally somebody gets it!
And they might never file. If they are non reporting, they really don't have to. And I never said "pay off debt". I said convert debt. big difference.
Usually how it works is a third party will buy the co debt for .10 on the dollar and convert the bad debt to equity. That equity (newly issued shares) than get sold into the market and the third party will invest some portion of that back into the company for more shares.
Just saying... That "convertible debt" on the shell data sheet on merger network has never been addressed. Addressing it in this way makes sense. A hell of a lot more sense than "shorts" or "MM's are intentionally holding it down" makes.
It's logical.
You have no clue. Yes, That's why they went public initially. Valuation and capital. You think angel investors (which apple did have in the beginning) would have funded without an exit strategy? You have no idea how the market works with a comment like that.
I'm starting to believe IMHO this is the convertible debt. Why does anybody go public? To raise money. NO other reason. This shell has convertible debt. How much? We have no idea. But if they remain an underreporting pink, or grey sheet co, for the time being they really don't have to disclose anything. Not unless they want to start reporting.
So the theory is they remain NON reporting, complete the merger, (might or might not have been done months ago) and sell the new equity created by the conversion into all the hype being created on this board.
I could be wrong but... Thoughts?
I have read nothing to dispute that.
"No Dilution here" is a naive statement. If anybody read the GLGT shell on merger network they would have read" "Essentially the co will have no liabilities once the new owner steps in. The debt is convertible." "Convertible Debt" being the key words.
If I have to spell it out... Debt that is convertible into equity or, for the layman... "Newly Issued Stock".
The only question is how much debt and at what % is it being converted?
I don't know what the total debt is but in 2010 there was a lawsuit filed where GLGT had potential liability of $1,000,000 +15% interest since 2007. And back in 2008 on the last filing I could find they had liabilities of almost another $1,000,000.
Now at worst case, $2,000,000 (guessing) in debt at this structure would be equal to 50% dilution if it was converted 1:1. But that never happens. It is usually like 10:1 which could be the reason that a reverse split is not on the table. AT THIS TIME. But after the debt is converted would definitely be another story.
Anyway, I'm in it with you guys but keep that in mind. I just wanted to clarify a very naive statement.
Great news. No PR. These guys need to hire either StockPromoters.com or EmergingGrowth.com. I reached out to them this morning to email the co. Stock should be roaring on that news but no eyeballs on the stock.
I think you're right. MM's can go short either for a period of time or "against the box" which means if they are long, they can short against that position. I don't think individuals can short though.
In any event, Congrats to the board. Looks like there may be something here. Or like I said, at the least, somebody knows something.
I agree with you except the shorting. I don't think (despite what the short report websites say), that this can be shorted. A stock needs to be able to be hypothecated and to do that it has to be DTC eligible. I've never seen a grey sheet stock shorted.
I think it's just more profit taking from people who had basically written it off over the past few years. Makes more sense.
But I could be wrong.
Ty, If you look at the last volume spike on 4/2, 150mm shares, stock went from .0008 to .004. It was followed by profit taking obviously. I'm guessing that represented about 300,000 in dollar volume. Today so far we've seen about the same. A money flow chart could be a good indicator now.
I also think there are many people holding stock that don't even know they're holding it. People who have written it off. Now they will either buy more or sell as they receive their brokerage statements and get "sticker shock" but time will tell.
In the mean time, those are some things to consider as we watch it close. Keep in mind that NITE probably handles 80% or better of the order flow so they are are another good indicator.
Good Luck!
Look, I checked StockPromoters.com and the last time this stock has been promoted was 2011. My guess, this volume is coming from a group that knows something because I don't see it being promoted at this time.
The past few months history shows that the stock doesn't "tank". It takes healthy pullbacks to a support level. than goes slow for a week or so and than we see a spike. This being one of the largest spikes but still only about 1/3 of the volume of the other ones.
That being said, The stock has room to run if volume continues but the longevity of the idea depends mostly on if a merger is announced.
All I can say is that from where I'm sitting, It looks like somebody knows something. IMHO.
Counts for what? The float has absolutely nothing to do with the stock price. The only thing that can possibly count for is the liquidity.
Question for you... This board is still under "homeland security". Is there a way that can be changed to aviation? Or should it even?
definately not BUT... that .0042 jump on the bid yesterday at the close was interesting. Keep in mind that there are 900+ million shares outstanding.
It's all speculation at this point. And y, the market will determine the price as they are now. If this goes through, they will price the new company with its peers. And that it depends on efficiency vs. inefficiency in its market.
20-50mm revenue? Did I miss something? Last I read, the board was expecting 5-20mm in rev.
Even at 20mm, and assuming 20% margins (High but OK) would make earnings $4mm X a PE of 15 (as you state) would bring the market cap to 60 mm or .067 per share. Based on your post DoYourDD,
Did I miss something?