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Good grief, the handwriting is on the wall. There isn't one shred of evidence of a reverse merger.
You should stick around. I heard on a message board that Roche intends to position Billion $$ OakLawn into the foreclosed, gone dark, pink sheet, Employee-less POS RVUE!!
Yes I agree but, Roche was a director of Rvue, was a creditor of Rvue, and the largest/majority shareholder of Rvue. So I wonder, does he have an obligation to the shareholders or rather toward his own private interests?
I agree with you that there is no proof, or neon signs, that indicate this deal is going to work.
Roche has not released one shred of evidence that he intends a reverse merger. No one on this board can provide any proof that indicates Roche is planning a reverse merger. Do you really think he intends to share his hard earned wealth????
The convert note shares were never issued so the OS remains at 285 million. If Roche had converted and received the additional 108 million shares the new OS count would have gone up to 393 million shares.
Seems if the debt is cancelled then the convertible portion that was not excercised is cancelled too.
Great! Now we can get off the fake news that Roche owns 97% and on to the real news. Roche did not want 108 million shares at .0026 !!!
If he did not want them why would anyone else give a shit??
Roche can not convert anymore shares as a result of the "cancellation of the secured debt" on May 31 2017.
That leaves him with 143 million out of 285 million outstanding.
Remember, Roche could have converted an additional 108 million shares at .0026 but said "No" and took RVUE's assets instead.
Roche Note 1
October 11, 2016
Senior Secured Convertible Promissory Note
$201,000--- Roche chose Not to convert note for shares at .0026
Could have had 77,277,970 shares but did not want them!
Instead Note was Paid in Full on May 31 2017
Roche Note 2
January 31, 2017
Senior Secured Convertible Promissory Note
$80,000--- Roche chose Not to convert note for shares at .0026
Could have had 30,757,401 shares but did not want them!
Instead Note was Paid in Full on May 31 2017
Roche Note 3
April 28, 2017
Secured Promissory Note and Security Agreement
$135,000 Not a convertible note
As well this Note was Paid in Full on May 31 2017
rVue, Inc. Announces Default on Secured Loans and Likely Sale
Marketwire
May. 10, 2017, 01:48 PM
CHICAGO, IL--(Marketwired - May 10, 2017) - rVue Holdings, Inc. (OTC PINK: RVUE), a premier advertising technology platform for digital location video, announced that the Company has received a notice of default and a demand for payment from Roche Enterprises, Ltd., formerly known as Acorn Composite Corp. ("Roche Enterprises"), the Company's majority shareholder and an affiliate of director Robert Roche.
Roche Note 1 Default
As previously reported in the Company's Current Report on Form 8-K filed October 11, 2016, on that date the Company executed documentation with Roche Enterprises pursuant to which Roche Enterprises provided the Company with short-term bridge financing in the form of a Senior Secured Convertible Promissory Note ("Roche Note 1") in the principal amount of $201,000 as the Company sought additional financing. The Company's obligations under Roche Note 1 are secured by a pledge of all of the Company's assets. Roche Note 1 matured on December 1, 2016. The Company was unable to repay Roche Note 1 at maturity and was not successful in negotiating a forbearance with Roche Enterprises. The loan is now in default.
Roche Note 2 Default
As previously reported in the Company's press release issued on January 31, 2017, on that date the Company executed documentation with Roche Enterprises pursuant to which Roche Enterprises provided the Company with additional short-term bridge financing in the form of a Senior Secured Convertible Promissory Note ("Roche Note 2") in the principal amount of $80,000 as the Company sought additional financing. The Company's obligations under Roche Note 2 are secured by a pledge of all of the Company's assets. Roche Note 2 matured on April 30, 2017. The Company was unable to repay Roche Note 2 at maturity and was not successful in negotiating a forbearance with Roche Enterprises. The loan is now in default.
Roche Note 3
On April 28, 2017, the Company executed documentation with Roche Enterprises pursuant to which Roche Enterprises provided the Company with additional short-term bridge financing in the form of a Secured Promissory Note and Security Agreement ("Roche Note 3" and together with Roche Note 1 and Roche Note 2, the "Roche Notes") in the principal amount of $135,000. The Company's obligations under Roche Note 3 are secured by a pledge of all of the Company's assets. Roche Note 3 is payable upon demand. The Company expects that the proceeds of Roche Note 3 will permit it to continue its operations through the end of May 2017. Mr. Roche recused himself from the Board of Directors' consideration and approval of Roche Note 3.
Financial Status of the Company
The Company has continued to experience severe difficulties in executing on its business plan and securing debt or equity financing beyond the equity financing provided by Roche Enterprises during late 2015 and in 2016, and the Roche Notes, notwithstanding management's efforts to secure it. Given that Roche Enterprises has declined to offer additional financing beyond the proceeds of Roche Note 3, and in light of the Company's difficulty in securing additional financing, the Company's management has concluded that the Company's continued operation of the rVue business beyond the end of May 2017 is not feasible.
Notice of Default and Demand for Payment
On May 3, 2017, the Company received a notice of default and demand for payment (the "default notice") from Roche Enterprises, (a) stating that the Company was in default under the Roche Loans, and (b) demanding payment in full of the Roche Loans, with a total amount due to Roche Enterprises of $460,558.73 as of the date of the default notice, inclusive of accrued interest, attorney's fees and expenses (the "Secured Debt"). The default notice further stated that Roche Enterprises intends, if the Company is unable to pay in full its obligations under the Roche Notes, to foreclose upon and sell the Company's assets, and to pursue other remedies available to it, under the Uniform Commercial Code and other applicable law.
Company Response
The Board held a special meeting on May 3, 2017 to discuss the default notice. All directors participated, including Mr. Roche. It is the Company's current understanding that Roche Enterprises intends to conduct a public UCC sale of the Company's assets, on or about May 31, 2017, after first publishing notice thereof in appropriate trade publications, and that at that sale, Roche Enterprises intends to bid the entire amount of the Secured Debt for such assets. If there is no higher bidder, then Roche Enterprises would obtain title to the Company's assets in return for cancellation of the Secured Debt, and there would be no remaining proceeds for distribution to the Company's shareholders. If there is a higher bidder, then such bidder would obtain title to the Company's assets, pay the Secured Debt to Roche Enterprises, and any remaining proceeds, net of sale expenses, would be available for distribution to the Company's shareholders. The Company further understands that if Roche Enterprises is the successful bidder, it intends to continue the rVue brand and business as its sole owner.
The Company's Board of Directors (the "Board") convened a special meeting on May 3, 2017 to review the notice of default and its impact on the future direction of the Company. At that meeting, the Board discussed a variety of issues, including (a) the implications for the Company and the shareholders of the notice of default and the likely resulting foreclosure, (b) the feasibility of raising the funds required to repay the Secured Debt prior to the likely foreclosure sale, whether by selling assets to, or by obtaining new financing from, a third party, (c) the likely net proceeds of a sale of the Company to a third party after taking into account (i) ranges of value provided by business brokers familiar with the industry, and (ii) marketing and sale processes and expenses as outlined by counsel and by restructuring consultants consulted by the Company, (c) the feasibility of alternatives that might permit the preservation of shareholder value, and (d) whether or not Roche Enterprises, in its capacity as the Company's majority shareholder, and Mr. Roche, in his capacity as a director, would be supportive of such alternatives, if available.
The Board continues to consider these matters and to engage in discussions with Roche Enterprises. However, at this time, the Board believes it unlikely that the Company has any viable means to stop the foreclosure sale, in which all remaining shareholder value is likely to be lost. The Board remains vigilant for means of potentially preserving shareholder value, but can provide no assurance in this regard.
The Company's CEO, Mark Pacchini, had this to say about the situation: "We are disappointed by Roche Enterprises' decision to foreclose on the notes, but the board of directors and I fully understand the business reasons for such a move. Robert Roche and Roche Enterprises have been rVue's biggest advocates. We greatly appreciate them and all investors for their capital contributions, patience and support. The rVue team has worked diligently to keep costs in line with revenue, including the decision to go dark. And we've explored various new business strategies and sought other reasonable methods of financing, but we recognize the company can no longer continue to operate under its current revenue stream and in its current form."
There is nothing to care about. RVue has gone dark, belly up, doesn't exist anymore. No ceo, no employees, no assets, no company.
Roche was there 5 years ago. He wasn't looking for a reverse merger with a pink stock. This is chump change for him, pissed away without a thought.
That is not correct. You are referring to beneficial ownership, if he converted all the debt. Which he did not do. Roche chose to take RVUE assets rather than convert the remaining shares at .0026
Sad but true.
If you read the latest filing from Roche a few months ago he only owns 143,000,000 shares. The 201k debt in October, and the 80k debt in January was never converted. The last 135k in May was not even a convertible note.
Roche owning 97% is a myth concocted, well you figure it out.
That is the fake news that I am talking about. Roche/Roche enterprises never owned 257 million shares, they were beneficial shares that is if he converted all the debt. Guess what, Roche did not convert the debt to shares. He chose the rvue assets via the foreclosure sale and said screw the other 115 million shares. He preferred foreclosure sale rather than converted shares at .0026 That should tell you what he really thinks they are worth. zero.
from the last pr:
"Roche Enterprises would obtain title to the Company’s assets in return for cancellation of the Secured Debt, and there would be no remaining proceeds for distribution to the Company’s shareholders."
RVUE borrowed about 90k per month for about 10 months just to keep the lights on. Roche's generosity to old pal pacchini would only go so far. Now Rvue is bankrupt and sold off. If anyone owns the shell it is Roche as he gets ALL THE ASSETS.
Folks would like you to believe the float is locked up, butt Always someone on the ask ready to sell.
The story I like is the one that Roche owns 97% of the OS, When in fact he only owns 143,000,000 of the 285,000,000 OS or 50.1%
There have been alot of rvue stories bandied around on message boards which have no basis in fact.
Roche has never indicated a reverse merger. What he has said in the last pr was "if Roche Enterprises is the successful bidder, it intends to continue the rVue brand and business as its sole owner"
Now you are insulting Mr. Roche. He has been with RVUE since at least 2012. He has supported the company as director and as lender. Maybe he believed in the company and and was loyal to those trying to make it a success. Whatever it is he will continue RVUE per the last pr:
The Company further understands that if Roche Enterprises is the successful bidder, it intends to continue the rVue brand and business as its sole owner.
Thank you xZx. Seems like the wild west with RVUE. I mean to put good money in something so risky. There are no facts to support a reverse merger. Just speculation or wishful thinking.
There is no value here with RVUE. After the foreclosure sale Roche walks away with the assets. Nothing left for shareholders except big imagination.