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"Historical facts don't lie" - true, but they don't necessarily apply to the present or future. Just because it ran to a dime with a billion OS doesn't mean that it will do so again.
I hear what you're saying most of the time, and I agree there are lots of new opportunities in the pipeline, and we just need one of them to actually start generating revenue to kick this share price in the arse.
Still hoping this is a goose that lays golden eggs $TPTW
Here's my hack amateur interpretation. Say there are 10 billion shares Authorized,10 billion shares outstanding, plus another 10 million preferred shares. Company does a 1:10 reverse split, but only for common shares, preferreds are immune from the split. And the company doesn't reduce the Authorized with the RS.
Now, say I have 5 million common shares, and some preferred dude has 100k preferred shares. After the RS, I would have 500k common shares worth 10x the pps. But the preferred holder still has his 100k preferred shares. Worse, since the Authorized is still 10 billion, but the post-RS Outstanding is only 1 billion, that leaves 9 billion more to dilute the pre-RS common shareholders into oblivion, while the preferred are golden.
Seems like David Chong is trying to reassure the current common shareholders that he won't do that to us. (The practice really is unconscionable...)
Just from the possibility of an S-1 being studied? Or if the filing becomes a reality? Or because of what you think is being planned that would cause David Chong to study the possibility in the first place? Completely new to all of this...
My understanding is that the OS is almost maxed out. Wouldn't they have to first buy back any shares that they wanted to cancel?
ok, sure. I like that version better. Let's go with that. Looking forward to the launch in the next few months
I wish that were true, Mighty.
Debugging and making software fool-proof can be painstaking work. I only hope that they've been working on debugging and DiviWallet integration, and not still adding features that will need test and debug. I doubt seriously that DiviWallet will wait around if $TPTW continues to miss target dates...
Any corporation regardless of whether they are traded or privately held.
With the number of times he's given updates with targets about what he anticipates happening, perhaps he is waiting until something is complete before making an announcement. He's been burned a lot over the past couple of years. Some are missed targets/dates, some are lack of market acceptance of the products or services.
I mean, would we be happy or upset if they produced a PR or a tweet that says, 'yep, we were in Tuskegee last week to continue talks about their smart city, but nothing was signed.'?
I'm hoping that what he said in that interview is still true. 'If we're quiet, it means we're busy working." In this case, I hope it means that they are busy working to close Tuskegee, and performing final debugging of VuMeLive and integrating DiviWallet into the SuperApp, which are near-term targets they desperately need to achieve. India and Ghana feel like longer-term situations that might be helped by success in Tuskegee. I'm still hopeful for $TPTW, but they really need a win.
They just recently completed a 1:200 reverse split on common and preferred shareholders, but at the time, left AS at 10 billion. A 10:1 reduction in Authorized now isn't exactly the news that reversed shareholders are looking for, I think.
It's nice, but not nearly as nice as it could have been in other circumstances.
I saw it, too. 1 MM on bid, 2 on ask, all at .0015. Eventually more 15's hit and the ask MM's backed off to 16. Definitely weird to watch.
I'll take it, too. The green can't hold if it doesn't happen at all...
Let's hope there's good $TPTW news a-comin'
Yeesh. Sold out of 16's in one fell swoop!! 17's up
Here is what I've learned from the TA:
I asked about the discrepancy between otc markets and Nevada Sec of State, since the Sec of State shows a March filing to reduce AS to 9.99 billion, and OTC shows AS of 20 billion, and where the Transfer Agent gets their data.
TA response:
"The information comes directly from our system that tracks all shares issued and cancelled. OTC is linked to our system and generally updates daily.
The issuer would need to contact our firm regarding in changes in the authorized shares. The last change we show was in March 2018, increasing the authorized shares from 10 billion to 20 billion."
So, it seems like it's not an necessarily an automatic process when a filing is made with the Sec of State that the Transfer Agent gets notified. Or if it is, then the filing didn't get properly executed.
Not really a resolution, but another piece to the puzzle.
completely understand that this is only your opinion. I just wanted to complete the thought.
Hi scuba, when you way dollars, are you thinking at this same OS, or after some kind of outstanding share reduction vehicle?
Buying common shares doesn’t give the company any infusion of money. Buying preferred does.
If his goal is to help the company with an infusion of cash, he’s making the right call.
I wonder if that's some kind of prearranged transaction. CSTI on the ask with 10k, 70k hit on the ask to make CSTI disappear. Then, a couple of seconds later, CSTI back on the ask with 10k. Repeat multiple times (at least 20 while I was watching this morning.) That isn't normal trading, imo.
Looks like MMs GTSM (Got To Sell More) and CSTI (Creating Shares to Infiniti) are up to their old tricks at 16...
And we trust OTC markets more than the Secretary of State?
Series E terms are copy-pasted from Series D paragraph in the 10-k. In fact several of the 'D's failed to get changed to 'E's in the paragraph describing Series E stock. That's just sloppy work...
Anyway, they get 6% annual divvy, 12 month restriction on converting them to common shares at 75% of the previous 30 days average price divided into $5. Automatic conversion in the event of uplisting to national exchange at the same discount.
If I'm reading this right, Mezzanine essentially bought roughly 2 million Series E shares at $5 per share with their debt, plus 6% interest. They have to hold for 12 months, after which time they can convert the money are owed into an equivalent value in shares priced at a 25% discount of a running 30-day average share price at that time. Their 2 million shares are immune to a reverse split as might be necessary for uplisting that would reduce the share count of us common shareholders but at a higher price per share
At any time during the first 12 months, if $TPTW happens to become flush with cash, they have the option to buy back the series E at a 15%-40% premium. In any event, it is debt that TPTW doesn't really have to worry about for another 12 months.
Essentially, it seems like Mezzanine will get paid, as long as TPTW is ongoing and trading in 12 months. Either TPTW buys back the Series E at a premium, or they can convert at a discounted price and dilute into the open market. It could backfire, if TPTW does a large RS and then the price drops back to pennies, but they must have at least some trust in ST3 that a large RS won't happen, and that a reasonable path to revenue and share price must exist.
Or, as our more jelly-side-down posters might interpret it - they got snowed like the rest of us... Time (and hopefully not very much more of it) will tell. GLTUA
Just my amateur interpretation
I agree. I'm thinking they enticed the debtholder to take Series E instead of money, with the anticipation that they would make more money from the shares than the interest on existing payment structure. Surely, there must be more news coming that would have enticed the debtholder to take that big a bite.
I'm just wondering how many extra shares it will create with they do convert and collect, and whether or not they would be affected by what I anticipate will be a fairly small reverse split to allow share price to reach big market numbers.
Does anyone remember what the Series E conversion rate and timeline were?
Someone just gave up $10 million in hand for a couple million Series E shares in TPTW...
And there it is:
SAN DIEGO, CA / ACCESSWIRE / April 14, 2022 / TPT Global Tech, Inc. ("TPTW, the Company or TPT Global Tech ") (OTCBB:TPTW) announced today that the company has exchanged $10.4M in liabilities for Mezzanine Equity. Holders of financing arrangements, accounts payable and lease agreements with the Company totaling $10,417,602 agreed to either forgive their balances owing to them by the Company or exchange their amounts outstanding as of March 31, 2022 for shares of TPT Global Tech Series E Preferred Stock. As such, 1,929,566 shares of Series E Preferred Stock were issued in exchange for $9,647,832 in outstanding financing arrangements, accounts payable or lease agreements and $769,770 was forgiven and will be recognized as a contribution to Mezzanine Equity.
"While it's been a long-time in coming and required heavy lifting on the part of the TPT management team and its financial advisors, we are pleased at this step in restructuring our balances towards our intent to up list to a major exchange," said Stephen Thomas , Chairman and CEO of TPTW.
About TPT Global Tech
TPT Global Tech Inc. (TPTW) based in San Diego, California , is a technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for domestic and international syndication as well as technology solutions. TPT Global Tech offers Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS). It offers carrier-grade performance and support for businesses over its private IP MPLS fiber and wireless network in the United States . TPT's cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. TPT Global Tech also operates as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cell phone services, Mobile phones Cell phone Accessories, and Global Roaming Cell phones.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of various provisions of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, commonly identified by such terms as "believes," "looking ahead," "anticipates," "estimates" and other terms with similar meaning. Specifically, statements about the Company's plans for accelerated growth, improved profitability, future business partners, M&A activity, new service offerings, and pursuit of new markets are forward-looking statements. Although the company believes that the assumptions upon which its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct. Such forward-looking statements should not be construed as fact. The information contained in such statements is beyond the ability of the Company to control, and in many cases, the Company cannot predict what factors would cause results to differ materially from those indicated in such statements. All forward-looking statements in the press release are expressly qualified by these cautionary statements and by reference to the underlying assumptions.
Following the twitter feed, someone asked if it was the 10k or something else. Frank's response was, "Combo"
So maybe some kind of business update coming, too.
Frank is TPTW IR guy, and has several times in the past foretold PR's coming in the next day or so with a set of eyes on twitter.
MM's GTSM (Got To Sell More) and NITE (Now, I'll, Too Exit) are killing me this morning on the ask...
!!!!!RRRRRRRRREBMMMIT
Sorry, I figure if some people could should that for a 1 tick downward move, I could shout it backwards for a 1 tick upward move...
scuba, thanks for a wonderful response. I guess I was hoping you had some kind of DD crystal ball that would pat me on the head and tell me everything is going to be all right.
Regarding share structure, looking at the Nevada Sec of State website, search for ICNM Media Holdings, Inc, and then click on Filing history, there are two filing dates, July, 2021 and March 2022. Clicking on the little camera icon to view the information for each 'Amendment after Issuance of Stock' clearly shows that as of July, 2021, the stock had 20 billion authorized shares, and as of March 29, 2022, the stock had 10 billion.
They all have filing numbers, and show Frank's name under officer information..
Weird thing is that the initial screen after searching for the company shows 20 billion authorized. Clearly something went awry in the processing of the filings.
https://esos.nv.gov/EntitySearch/OnlineEntitySearch
So, Frank finds ICNM on the corporate scrap heap, and applies for custodianship.
Court grants it, so Frank has control.
Frank creates a class of series A preferred, convertible at 1 for 200 mil, and sells himself 500 shares for the $35k that is required to bring the corporate entity back to life. This 100 billion votes guarantees control of the company over the 9.9 billion outstanding common shares.
Frank also files to cancel the excess Authorized shares to bring the total AS down to 10 billion, according to the Nevada sos (although an initial search of ICNM on that website still shows 20 billion AS, but I digress...)
Frank sells the 500 class A shares to David Chong and associates for a tidy sum. I'm guessing these shares would not be available to convert and sell in the next 2 years, as that would violate the no-dilution mandate I believe Frank has in place on his shells.
So, now what happens?
Are Mr. Chong and associates buying like fiends down here, knowing that they will roll substantial revenue into ICNM to increase share price? (Would that be legal?)
Will Mr. Chong and associates increase the AS and distribute restricted shares amongst themselves, knowing that they will roll substantial revenue into ICNM to increase share price?
Assuming they change the ticker (like TSNP --> HMBL?), is it possible for them to change share structure during that transition without violating the protection clauses Frank put in place in the sales agreement?
Something else that I wouldn't have a clue about? Obviously, Mr. Chong and associates are doing this because they think they can make money, and people like me are simply riding coattails. I'm just not understanding the end game yet.
Thanks for the help and the links.
I’m sorry for being thick, but I’m really struggling to put together the concept of a public offering and how it would affect $ICNM and the shares that we all already own.
I’m sure I don’t understand how reverse mergers work, either.
Any help or places I could go try to ejumacate myself?
Good morning!
With the current ~10 bil float? I think I just peed myself a little thinking about that possibility... (I'm just a working stiff who plays pennies as a fun-money hobby)
I like MM INTL's confidence Bid .0018 Ask .018
I'll bite...what are you talking about? Did you see something (or did I forget something)?
If doogdilinger is here, is someone going to call him doog-ipoo?
Sorry, I couldn't resist the levity. Grateful for $ICNM, although I wish I understood what y'all are talking about with the corporate intricacies.
Back to Leftcoaster silence...
Someone clowning around? 911 share trade at .00135
My guess would be that some headline writer screwed up. The article body has the ticker as otc, and the original announcement doesn’t include the symbol in the headline. At least the one on otcmarkets doesn’t.
Only 31 million unrestricted. 186 million restricted. Looks like the new owners gave themselves some sweat equity, but it won’t be able to hit the market for some period of time.
Yes, I did. I'm just amused by your assumption about why they're doing it. (It's all about MightyX and your $100 bid chunks.)
Good luck to us all here.