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LOL...well said!
"When was the last time ECOS had any revenue hit their balance sheet?
They have never reported any revenues from any project since inception!
Under the LRS agreements, equipment sales, tipping fees and fertilizer sales are to go through ECOS/Bio Art LLC (the private JV). ECOLOCAP (ECOS) only gets a percentage of any NET PROFITS after all expenses are paid by the JV. Could be years before realizing any net profits from this project IMO.
GLTY and JMO
"I'll sit right here knowing at some point in time the digester purchase, 49% of the tipping fee and fertilizer sales will hit the books."
And what do you estimate 40% of the NET PROFITS might be (after all the start-up expenses for 2 years) for ECOLOCAP from the ONE digester sold so far??? LMFAO
Are you feeling underwarned?
WOW...it should be clear that you now own shares in nothing but a 'revolving door' for toxic note holders and the enrichment of insiders...GLTY and JMO
https://globenewswire.com/news-release/2018/12/21/1677720/0/en/InterCloud-Systems-Enters-into-Letter-of-Intent-to-Merge-with-WaveTech.html
"Because no one can possibly believe anything these guys are selling."
Now that is really funny coming from someone who 'believed it for years' LOL.
Sort of restores one's faith in common sense doesn't it?
You might consider buying 5 shares and then (as a shareholder) contacting their Corporate attorney about what they are doing??
CORRESP 1 filename1.htm
ROBERT C. LASKOWSKI
LAW OFFICE
520 S.W. YAMHILL
SUITE 600
PORTLAND, OREGON 97204-1329
TELEPHONE 503-241-0780
FACSIMILE 503-227-2980
EMAIL RCL@ROBLAW.US
July 19, 2018
Via Email
Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions
United States Securities and Exchange Commission
100 F Street N.W.
Washington, D.C. 20549
Powin Energy Corporaiton
Schedule 13E-3
Filed June 6, 2018
File No. 005-85548
Dear Ms. Posil,
On behalf of Powin Energy Corporation (“Company”), we are responding hereby to your letter of June 26, 2018 with respect to the Company’s Schedule 13E-3. We enclose a marked copy of the amended Schedule 13E-3 showing the changes made in response to the comments contained in your June 26, 2018 letter.
Schedule 13E-3
1. On page 1, the Company deleted all references in the Schedule 13E-3 and in the Disclosure Statement to Section 21E of the Exchange Act and Section 27A of the Securities Act.
Exhibit 99.1-The Disclosure Statement General
2. The Company has decided to proceed with the 100-for-1 forward stock split immediately upon completion of the reverse stock split in lieu of limiting the reverse stock split to shareholders holding less than 100 shares. The Company, in conjunction with its transfer agent, initially determined that limiting the reverse stock split to shareholders holding less than 100 shares achieved exactly the same result as the more conventional method of a reverse followed by a forward stock split, but in a more efficient and less costly manner to both the shareholders and the Company. However, to avoid any potential issues under the Nevada Business Corporation Act, the Company will conduct the transaction as amended. The Disclosure Statement has been amended to discuss the forward stock split and the reasons for doing so. However, the Company believes that remainder of the Disclosure Statement sufficiently discloses the steps that must be taken to implement the stock splits, including the requirement for timely notice to FINRA pursuant to Rule 10b-17 of the Exchange Act.
3. The disclosures required by Items 3, 5 and 11 of Schedule 13E-3 are now contained on page 19 under the heading The Parties to the Transaction.
4. The disclosures required by Item 1004(e) of Regulation M-A are included on page 6 under the heading Provisions for Unaffiliated Shareholders.
Market Prices and Dividend Information, page 9
5. The table on page 9 now includes the information for the first two quarters of fiscal year 2018.
Special Factors, page 12.
Background, page 12
6. Additional disclosures in response to this comment appear on page 13.
Reasons for the Structure of the Transaction, page 15
7. Additional disclosures in response to this comment appear on page 15.
Fairness of the Transaction, page 15
8, 9 and 10. Additional disclosures in response to these comments appear on pages 15 and 17. The reference to Professional Bank Services originally on page 15 was an error and has been deleted.
Certain Effects of the Transaction, page 16
11. Additional disclosures in response to this comment appear on page 17 under a new heading Impact on Affiliated Shareholders of the Company.
Dissenters’ Rights, page 17
12. Expanded disclosures of dissenting shareholder rights appear on page 18.
Where You Can Find More Information, page 19
13. The address for the public reference room has been corrected on page 20.
The Company believes that the Schedule 13E-3, as amended, comprehensively addresses the staff’s comments. The Company confirms that it is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Very truly yours,
/s/ Robert C. Laskowski
Robert C. Laskowski
Enclosure
Thursday, 10/04/18
PWON: one for 100 reverse split followed by a 100 for one forward split:
http://otce.finra.org/DLSymbolNameChanges
The details regarding XNRGI's future as an investment opportunity could be rather slow to unfold IMO. GLTA
https://www.globalxfunds.com/the-quest-to-develop-a-superbattery/?utm_source=Dianomi&utm_medium=native&utm_content=superbattery
There were no legal filings supporting "all the info on xnrgi out here now". Ask yourself...who in their right mind would've bought the stock of the Nevada domiciled, non SEC registered, debt laden, pinky, for more than the .0005 'they' (the ones with enough NEAH votes to execute the corporate action) were willing to pay Neah shareholders for it???
MY guess is Chris D'Couto will not be the CEO of the new entity.
GLTY and JMO
So are you suggesting my vision of calling in the wife and kids, throwing a large wad of bills on the couch, and saying "look what daddy just did on SGSI" was likely just a daydream?
"I do not think we will get any premium valuation,but instead only a straight across split and compensation at the closing price of NEAH stock on its last trading day."
Exactly!
With the new SEC rules (put in place 8 months ago) it's a worthless ticker IMO. Cant' dump more shares or 'run' this stock on thin air under the new rules?
GLTY and JMO
Daydreaming is easy...almost anyone can do it.
Reverse mergers must obtain SEC and FINRA approval before they can be executed???
GLTY
"ECOS might pop from an MJ company buying it out"
The O/S is close to 15 BILLION and the A/S is at 25 BILLION... with the 10 BILLION difference mostly spoken for by existing convertible note holders and warrant holders....who in their right mind would want to "buy them out"? They also have no assets and no revenues?
GLTY and JMO.
Cirgue is out of business...no longer domiciled anywhere...why would the O/S change LOL?
"Am I missing something???"
Yes...no one has ordered any machines since Dec 2016. In the meantime ECOS has sold 11.5 BILLION more common shares and few want any more of those (even at .0001)?
Wasn't it Henny Youngman that once claimed, he had gone to the Garden to see a prize fight and a hockey game broke out LOL.
"So it gets burned in open pits in other Asian countries"
Or dumped in the Pacific ocean.
At least ECOLOCAP can blame their most recent failures on China rather than the bird flue LOL. Shareholders can't even dump this crap at .0001! They can still come here to daydream though.
“One of the saddest lessons of history is this: If we’ve been bamboozled long enough, we tend to reject any evidence of the bamboozle. We’re no longer interested in finding out the truth. The bamboozle has captured us. It is simply too painful to acknowledge...even to ourselves...that we’ve been so credulous.”
— Carl Sagan
"This is the scam (icld) we owe about 5 million dollars in convertible debt to?"
Their new book is coming out soon (co-written by Sand and Ponder).
'It's a plunderful life'.
How many reverse splits did ICLD shareholders encounter after that 2012 announcement?
ECOS was not in default at that time on $millions of convertible notes? All of their convertible notes have been in default since the fall of 2014...most experienced investors and traders know and understand what that means, even if you don't.
"It's just deductive reasoning"
Agreed...but deductive reasoning can't compete with the human emotional need to be right, as expressed on a message board LOL.
Call LRS yourself! They published it 2 years ago.
Or check with ECOS?
LOL...even the bagholders who used to carry out all of pinkyland's garbage appear to be on strike and not the least bit interested in SGSI??
LRS is likely still promoting their 'organic waste composting component' that they were obligated to offer (3 years ago) to even be able to bid on certain Chicago area municipal recycling contacts.
The JV with ECOLOCAP is now over 2 years old and nothing other than the trial unit has ever been ordered by LRS... or by anyone else...from your beloved ECOS??
The reality is ECOS has Zero in revenues with $millions in debts, shares worth less than .0001, and is a severely delinquent filer ??
GLTY and JMO
Notice the 'start' time!
"START: 2019-09-01"
"As a partner of the llc LRS is exposed to its capital account."
Gee...LRS could lose the entire $100 cash they contributed to the establishment of the Bio-Art LLC LOL.
ECOS didn't even have a corporate attorney listed on any of it's documents nor on the OTCMarkets web site?
GLTA
"450,000,000.00 valuation is what I keep thinking about"
The 'valuation' in your account, after the R/S and Forward split take place, will be exactly what it was when trading was suspended. What happens after that will depend on any (yet unannounced) deals the Doctor may have made (or not made).
Ask your broker... and don't rely on message board hearsay regarding the process.
GLTY and JMO
I would suggest you don't bank too heavily on your daydreams (like give up your day job) before LRS announces they are moving forward with more digesters.
GLTY and JMO
Maybe an on-slot of complaints will result in the usual suspension of trading and eventual de-listing (revocation) of the ticker....again LOLOL.
One does not usually gain many brownie points by disagreeing with a known 'professional accountant' on a public forum LOL. Everyone has a right to their own opinion though, and you have a right to mine.
GLTY and JMO
"3.4 Exclusivity. If Buyer purchases at least five (5) Systems within eighteen months after the date on which the Initial System becomes Fully Operational, Buyer will have the exclusive right to own and operate Systems in the LRS Territories. Neither Seller nor any of its Affiliates (other than Buyer) will use, sell, lease or license any Systems in the LRS Territories, or otherwise permit any other Person to operate a System in the LRS Territories. Further, Seller may not, without giving thirty (30) days prior written notice to Buyer and obtaining Buyer's written consent, which may not be unreasonably withheld,"
By my count, LRS has until Feb 1 to order the 5 machines to keep their exclusivity?
GLTY
"Next stop: single digits!!!"
Single bells, single bells, single all the way!
Little wonder why SGSI is still number 1 on the breakDOWN board? These guppies have evidently attempted to deploy a 'FAKE front-load' of some kind LOL?
GLTA and JMO