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Well there you have it: Read 8K
missed my bottom guesstimate of
.05 by a penny ouch
Management needs to keep cleaning
house and get into the black.
Those let go could continue to sell
if they aren't done.
just an idea: watch POT food issues coming soon
no not weed, fertilizer
Global data storage company
It's coming.
Crime and terrorism
lines blurring and police on the front lines.
Operating expense up 110%
which combined with debt service is
scalping the bottom line.
Company appears to be consolidating those costs
and cleaning up debt.
Unfortunately we won't see the actual fruits
of those efforts until Q4: is my quesstimation
What crowd would trust Ed to fund
a puppet show.
Picked a few more up today since
my .05 order was rotting on the vine.
Bottom "seems" to be in but there is still
a seller or sizable short I'm hoping for good news this fall
and a big cover.
Who knows it's all gambling
JET speculation could bring
eyes
to boring old Walmart.
TASR has global appeal
Beast
8k indicates ScanSource who is
listed as a Distribution Partner on the company web site
gave huge loan to little QUES on July 18
Obviously they see something inside the industry
share holders do not.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 18, 2016
QUEST SOLUTION, INC.
(Exact name of registrant as specified in charter)
Delaware 000-09047 20-3454263
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
860 Conger Street, Eugene, OR 97402
(Address of Principal Executive Offices) (Zip Code)
(714) 899-4800
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On July 18, 2016, Quest Solution, Inc., a Delaware corporation (the “Company”), three of the Company’s wholly-owned subsidiaries, Quest Solution Canada Inc., a Canadian Corporation (“Quest Solution Canada”), Quest Marketing, Inc., an Oregon corporation (“QMI”), and Bar Code Specialties, Inc., a California corporation (“BCS”), and an affiliated company, Quest Exchange Ltd., a Canadian corporation (“Quest Exchange”, and together with the Company, Quest Solution Canada, QMI and BCS, the “Debtors”), entered into a Movable Hypothec and General Security Agreement (the “Canadian Security Agreement”) in favor of ScanSource, Inc., a South Carolina corporation (“ScanSource”). Also, on July 18, 2016, the Debtors entered into a Universal Movable Hypothec and General Security Agreement (the “Canadian Universal Security Agreement”, and together with the Canadian Security Agreement, the “ScanSource Agreements”) in favor of ScanSource. The ScanSource Agreements contemplate that ScanSource has and may in the future (but is under no obligation to) extend credit to one or more of the Debtors, including the extension of credit in the form of sales of inventory, equipment and services on account. As a condition to the extensions of such credit, the Debtors have executed the ScanSource Agreements, pursuant to which each Debtor has granted to ScanSource a security interest in, and a hypothec on, all of such Debtor’s present and after-acquired undertaking and property, both real and personal, tangible and intangible, as set forth in the ScanSource Agreements.
The Canadian Security Agreement secures the payment and performance of all indebtedness, obligations and liabilities of any Debtor or any of their respective subsidiaries and affiliates to ScanSource existing as of and arising prior to the date of the Canadian Security Agreement, including amounts arising from the sale of goods and services prior to the date of the Canadian Security Agreement by ScanSource, all obligations under the CAD Note (as defined below) and the USD Note (as defined below) and all costs and expenses of ScanSource in collecting any such obligations or enforcing its rights or remedies under the Canadian Security Agreement. The Canadian Universal Security Agreement secures the payment and performance of all indebtedness, obligations and liabilities of any Debtor or any of their respective subsidiaries and affiliates to ScanSource arising on or after the date of the Canadian Universal Security Agreement, including amounts arising from the sale of goods and services by ScanSource and all costs and expenses of ScanSource in collecting any such obligations or enforcing its rights or remedies under the Canadian Universal Security Agreement. The hypothec created by each Debtor under the ScanSource Agreements is granted for the sum of $50,000,000 CAD, with interest thereon at the rate of 18% per annum from the date of the ScanSource Agreements.
The ScanSource Agreements contain inspection and report covenants, financial covenants and customary default provisions.
The foregoing description of the material terms of the ScanSource Agreements is not complete and is qualified in its entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant.
On July 18, 2016, the Debtors and ScanSource entered into that certain Secured Promissory Note, dated July 1, 2016, in the principal amount of $12,492,136.51 (the “USD Note”). The USD Note accrues interest at 12% per annum and is payable in six consecutive monthly installments of principal and accrued interest in a minimum principal amount of $250,000 each, with any remaining principal and accrued interest due and payable on December 31, 2016.
2
On July 18, 2016, the Debtors and ScanSource also entered into that certain Secured Promissory Note, dated July 1, 2016, in the principal amount of $483,173.60 CAD (the “CAD Note,” and together with the USD Note, the “Notes”). The CAD Note accrues interest at 12% per annum and is payable in three consecutive monthly installments of principal and accrued interest in a minimum principal amount of $10,000 CAD each, with any remaining principal and accrued interest due and payable on September 30, 2016.
The Notes are secured by that certain Security Agreement, dated July 1, 2016, by and among the Debtors in favor of ScanSource, and the Canadian Security Agreement. The Notes contain customary acceleration provisions upon the occurrence of Events of Default, as defined in the Notes. The Notes also contain operational and reporting covenants.
To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
The foregoing description of the material terms of the Notes is not complete and is qualified in its entirety by reference to the full text of such notes, which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 8.01. Other Events.
On July 18, 2016, the Debtors entered into a restated trade credit extension letter with ScanSource, pursuant to which ScanSource may extend trade credit to the Debtors in the amount of $20,000,000, which amount will be reduced to $18,500,000 upon the earlier of the payment of certain customer orders or August 15, 2016. The extension of trade credit is subject to certain conditions and ongoing covenants set forth in the restated trade credit extension letter.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
4.1 $12,492,136.51 Secured Promissory Note, from Quest Solution, Inc., Bar Code Specialties, Inc., Quest Marketing, Inc., Quest Solution Canada Inc., Quest Exchange Ltd. and their subsidiaries and/or affiliates, jointly and severally, to ScanSource, Inc.
4.2 $483,173.60 CAD Secured Promissory Note, from Quest Solution, Inc., Bar Code Specialties, Inc., Quest Marketing, Inc., Quest Solution Canada Inc., Quest Exchange Ltd. and their subsidiaries and/or affiliates, jointly and severally, to ScanSource, Inc.
10.1 Movable Hypothec and General Security Agreement by and among Quest Solution, Inc., Bar Code Specialties, Inc., Quest Marketing, Inc., Quest Solution Canada Inc., Quest Exchange Ltd. and ScanSource, Inc.
10.2 Universal Movable Hypothec and General Security Agreement by and among Quest Solution, Inc., Bar Code Specialties, Inc., Quest Marketing, Inc., Quest Solution Canada Inc., Quest Exchange Ltd. and ScanSource, Inc.
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 22, 2016
QUEST SOLUTION, INC.
By: /s/ Gilles Gaudreault
Gilles Gaudreault
Chief Executive Officer
4
EXHIBIT INDEX
Exhibit Number
Description
4.1 $12,492,136.51 Secured Promissory Note, from Quest Solution, Inc., Bar Code Specialties, Inc., Quest Marketing, Inc., Quest Solution Canada Inc., Quest Exchange Ltd. and their subsidiaries and/or affiliates, jointly and severally, to ScanSource, Inc.
4.2 $483,173.60 CAD Secured Promissory Note, from Quest Solution, Inc., Bar Code Specialties, Inc., Quest Marketing, Inc., Quest Solution Canada Inc., Quest Exchange Ltd. and their subsidiaries and/or affiliates, jointly and severally, to ScanSource, Inc.
10.1
Movable Hypothec and General Security Agreement by and among Quest Solution, Inc., Bar Code Specialties, Inc., Quest Marketing, Inc., Quest Solution Canada Inc., Quest Exchange Ltd. and ScanSource, Inc.
10.2 Universal Movable Hypothec and General Security Agreement by and among Quest Solution, Inc., Bar Code Specialties, Inc., Quest Marketing, Inc., Quest Solution Canada Inc., Quest Exchange Ltd. and ScanSource, Inc.
5
Quest Solution, Inc. (USOTC:QUES)
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Yep I said they were coming
at $2.00
This is a hedge position and I suspect we will see
greater volatility but long term trend to continue.
Can't argue with that. 36 million shares OS
Revs approaching 100 million SP .12
Either some one is shorting the piss out of this
or someone with a lot of shares keeps slipping out.
JMO
Financing is done and entity
consolidations should be near let's see how the numbers
stack up. Hopefully, let us pray Q2 is the bottom
and we're looking back at this SP going into Q4
or
Windough might jump out a Window....kidding
unfortunately there is still no short age of sellers
TASR bake in the lime light
I'm guessing recent events will strike increased interest
Money has few safe places to go
so gold is shinning as governments
send bonds negative. Miners are better
than physical IMO can liquidate back to cash
with a click of a mouse.
Gold up $66 over night, Brexit
Fri should be a wild ride
QUES chart reversal hasn't held in the past
but
things could be different this time around as fundamentals and debt improve
Looking for .30+
and side ways grind. Bigger move this fall
If the market holds up.
JMO of course
sweet
IMO someone connected to financing
negotiations. No one interested so it's easy
to manipulate.
If
we see a deal look for pressure
on buy side.
Or internal issues we don't know and
it goes to a nickel. Praying for the former.
My gut says we will finally see the light by end of Q2
this would be sufficient time to evaluate the 16 prospects
all just my guesses brother
.20 didn't hold taper is
at it again.
Company needs to hit it's 90 million rev target and
create free cash flow.
10K has a lot of convoluted stock deals over it's brief history.
Management seems to be attempting to clean much of this
up as noted in the CC.
16 be the year?
We shall see
yeah who's the
tard that taps it every day.
IF.... gold gaps MUX goes lock step
just my opinion of course
CC on Wed may shed some light
Chart indicates bottom up trend channel forming over the last 60 days
you wouldn't know it by watching the stock.
Questions is: does this break through .31 and base
higher or fail here n go to a dime. Guess we wait to see.
Lift off
Handle formation underway
institutions can own above $2.00
Yep when his partners jumped ship
on the front end the gig was up.
Shorts had a field day with this one.
Katherine Alverson – Chairwoman, Executive Vice president, Secretary
Mrs. Alverson provides leadership to the board of directors and is a direct liaison between the board and the Company’s outside auditors and securities counsel. She has extensive knowledge in executive management and public company experience having served on the Board of Directors and compensation committees. She has also held the titles of President and Chief Financial Officer. Prior to serving on the board of Amaize, Mrs. Alverson served as Chairman and CEO of Snackealthy and Healthiest.
So she either dumped crooked Billy or getting very sloppy
Last SEC filing has Ms. West listed as recipient
of 3,500,000 new shares yet the Amaizing website refers to
her as Mrs. Alverson.
Note 4. Commitments and Contingencies
On July 16, 2015 the Company's Board of Directors approved the major terms of the compensation of Ms. West, our Founder, Chairman of the Board of Directors, former Chief Executive Officer and now Executive Vice President, which includes an annual salary equal to 400,000 shares of the Company's stock paid on a monthly basis, a stock grant of 500,000 shares of the Company's common stock, which vest over a period of five years and a one-time bonus of 150,000 shares of the Company's stock. On July 20, 2015, the Company authorized the issuance of 100,000 shares valued at $100,000 to Northeast Capital Group, a company owned and controlled by Ms. West as part of the compensation.
7
On November 11, 2015 the Company's Board of Directors approved an amendment to the terms of the non-cash compensation for Ms. West. The amendment provides for cancellation of the previous restricted stock grant of 500,000 shares of the Company's stock vesting over five years and replaces it with a restricted stock grant of 3,500,000 shares of the Company's stock vesting over a period of five years. On November 11, 2015, the Company authorized the issuance of 3,170,539 shares valued at $1,077,983 to Panacea Holdings, Inc., a company owned and controlled by Ms. West as part of the compensation. The Company has not yet finalized the employment agreements with the Company's Chief Executive Officer, Richard Damion and A. R. Grandsaert, the Company's President.
would be healthy to settle back into the
1.60 1.70 range IMO
if gold breaks 1300 expect a gap up
to $2.50+ Lots of IF's in gold land
dollar is weakening good for gold
fear / safety trade makes it unpredictable
as shoes drop around the globe
Further North Korea and Iran noise
could drive miners higher as well
What's truly Amaizing is the SEC let's scammers like the AlverWest utilize
shells to continue perpetual fraud.
Last filing indicates they have $2,000 in the bank
while West gets 3.5 million shares in her holding company
Panacea Holdings
Hilarious the boldness to name it Panacea Holdings
like slapping authorities in the face.
Panacea Holdings should be the name of all their adventures
Read the last Q Amaizing it is NOT!
Most institutions can't hold stocks under $2.00
This should get interesting
Windiugh MUX $2.09 told ya Look at that chart!
QUES needs to bust a move one of these centuries
MUX beast mode every time I think it
will settle in it chugs higher. Says a lot about fear
in the market.
Been moving 20% stop loss up
since .85 and never taken out
really amazing.....fear trade is on
European banks in trouble and contagion
spreading. Can't eat gold but right now it's
hedging crap money valuations
I have no idea
QUES market cap under 8 million
revenues projected 80-90 million
profitable
no dilution
SP will catch up to fundamentals as markets bottom
and settle in coming months.
JMO of course
This rocket needs to take a breather
HR 3606 goes into affect May 16th