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Convertible Debenture due and payable May 31, 2011.
From 2nd Quarter 2010 report:
NOTE F – CONVERTIBLE DEBENTURES
On December 12, 2008, the Company entered into an Asset Purchase Agreement and Assumption Agreement (together the “Agreements”) with SkyFrames, Inc., a related party. The Agreements were for the purchase by OneFi of certain software programs, the FEP (Frequency Encapsulation Protocol) software and the VOS (Virtual On-Board Switching) owned and controlled by SkyFrames. As consideration for the purchase, OneFi agreed to assume a Senior Secured Convertible Debenture (the “Debenture”) and a consulting agreement (the “Consulting Agreement”) both with London Finance Group Ltd. (“LFG”). Pursuant to the Debenture, LFG agreed to loan the Company up to $2,000,000. On the date of the assumption, December 12, 2008, the outstanding principal and interest totaled $940,963.54.
As of March 31, 2010 the outstanding principal and accrued interest totaled $1,398,802. The Debenture and accrued interest are fully due and payable on May 31, 2011. The Debenture carries an interest rate of ten percent (10%) per annum and is convertible at a price of the lesser of (i) $0.01 per share (the “Fixed Conversion Price”), or (ii) if the Company’s shares are quoted, listed or admitted to trading on the OTCBB, any national securities exchange or quotation system, then 50% of the lowest “Bid” price on the date of conversion.
gte_gold
Greetings triMAG. That 2yr old Road Wings PR may not be entirely applicable with today's OneFi development plans. It was my understanding the "standard network" was a key element to providing potential OneFi services in that particular Press Release. It appears OneFi shelved their WiMAX base station ambitions. From part of the Initial Company Information and Disclosure Statement - 8-4-2010:
"...In 2008, the issuer developed a WiMax base station unit which would run a 4G internet network. The company went to field test and although the test were reasonably successful, management determined that funds spent to develop the base station project would be unsuccessful in the long term since the base station was twice as costly and with half the power of competitors."
OneFi claims they are in the business of providing IPTV.
gte_gold
The press release didn't indicate what business sector Al Somiei and Shathry Company is involved in. Perhaps they are a leading "agreement" business. One thing for sure, they are easily excited.
“..We are excited to be able to help our society and our citizens have access to such splendid technology."
gte_gold
Searching using the company name "Al Somiei and Shathry" minus "OneFi" produced zero results using Google search engine, just as you mentioned. How can that be? They're described by OneFi as a "Leading Saudi Arabian Company". Companies in Saudi Arabia have websites and certainly "Leading" companies have identities and exposure on the internet in the form of websites, news, published literature, blogs, forums, advertisement, etc.
Thanks Kuzami. Hmmm, few details of the agreement in the Press Release. No potential monetary value stated, or installation quantity. No specific location of installation. Come on Chet, OneFi has already published these types of releases containing similar ambiguous agreements that never translated into revenue. What is different about this one?
gte_gold
It's all part of the Razzle Dazzle.
OneFi has achieved Pink Sheet Current Information tier. [cough, cough]
Caveat Emptor removed. EOM
It's been a while since the OneFi board has been visited by members of the OneFi corporate team. Would be great to hear from them regarding the outstanding share count, the new company strategy... the Reverse Split, the common shares owned by Chet and Tom, The $20 Million projected 3Q Revenue, and why the new business strategy will be any different than the disastrous results of the 2009 business strategy.
gte_gold
Making that assumption, the outstanding share count could be greater than 1,020,000,000, or approximately 27000% higher than the the outstanding count of 378741 stated in the Initial Company Information and Disclosure Statement. If true, It would have been "nice" if the company would have mentioned the HUGE outstanding share increase due to the common shares received by Tom and Chet.
gte_gold
The attorney letter is the icing on the cake. Expect "Caveat Emptor" removal within days.
gte_gold
Can't agree with you more. 10% is a gross understatement...but you have to admit that 5423% is more than 10% :)
..There has been more than a 10% increase of outstanding shares of common stock during: (1) the quarter ending on March 31, 2009 when the number of outstanding shares of common stock increased from 1,525,485 to 84,265,551...
I'd still appreciate an explanation from OneFi regarding how Tom and Chet own a combined 1,020,000,000 of common shares while claiming the common outstanding share count to be 378,741.
Chet, Tom, How is that possible?
<cricket noise>
gte_gold
Correction: ...The filing claims in ITEM XVIII that Chet and Tom received a total of 500,000,000 Series A and 1,500,000,000 Series B ONFI preferred shares.
gte_gold
I started looking at the Initial Company Information and Disclosure Statement Dated 7/29/2010. Here are a few interesting parts from that filing.
Post split, these preferred shares count did not change.
500,000,000 Series A
500,000,000 Series B
On July 28, 2010, these shares were exchanged to 1,000,000 preferred Series C shares, an exchange ratio of 1000:1. Far more attractive than the 5000:1 split on common shares.
ITEM VI .....As of June 30, 2010, there were 1,893,552,223 shares of common stock outstanding...
ITEM VIII B "At the moment, we do not have any full-time employees."
ITEM XI A "Mr. Noblett currently owns 510,000,000 shares of common stock....""Mr. White currently owns 510,000,000 shares of common stock ...."
How is that possible? ITEM VI states the post-reverse split left an outstanding common share count of 378,741 shares. If the 510,000,000 shares each owned by each party are pre-split numbers of common shares... then Tom and Chet own 63% of the common shares.
ITEM XVIII. Material Contracts.
What the heck is this?
OneFi gets a license through an agreement between EBITDA and EyePartner, Inc in August 2009. It appears that somehow Chet and Tom received a HUGE amount of ONFI preferred shares. The filing claims in ITEM XVIII that Chet and Tom received a total of 500,000,000 Series A and 1,500,000 Series B ONFI preferred shares. The license may expire 15 days from now if the license fails to acquire 50K customers. Am I missing something or misreading this?
I've glanced at a few documents, but will have to wait until the evening before I get an opportunity to look at these documents in detail.
gte_gold
Thanks slojab! Updated Ticker Symbol: ONFI
Yeah, there's always someone holding out for cheaper shares to fall into "stronger hands" :)
But I'm pretty sure someone could get shares for $26.
I'm obviously not good at sarcastc humor. I should be careful when making public posts. My guess at a first trade price as ONFID is 0.20 ~ 0.40 range.
gte_gold
Are you kidding me? Earlier, there was an ask price of $27.00. I say were heading to the moon (actual results may vary). Also be advised that updates are happening at otcMarkets.com. It appears there exists a "unit D" within mailbox #305, lol. OneFi may be in motion to clean up some of the outdated info. Looking forward to the next OneFi communication.
otcMarkets.com tier changed to the toxic, Caveat Emptor status.
"Pink OTC Markets has discontinued the display of quotes on pinksheets.com for this security because it has been labeled Caveat Emptor (Buyer Beware) and because adequate current information has not been made available by the issuer of the securities." -otcMarkets.com
otcMarkets.com ONFID informaton
gte_gold
You're right slojab. It certainly didn't take long for shareholder "Reward"! Makes me cringe thinking how OneFi might plan to include the less fortunate in their planning.
Mission Goal #4 from OneFi website: "OneFi will always be mindful that we have a responsibility to the less fortunate and will make every attempt to include them in our planning"
Based on the reverse split reward to shareholders, I'm unable to determine if Goal #4 is a threat to the less fortunate :)
Authorized, Float and Outstanding share information updated at otcMarkets.com
Outstanding Shares
1,893,552,223 as of Jun 25, 2010
Authorized Shares
4,500,000,000 as of Jun 25, 2010
Float(shares)
1,893,552,223 as of Jun 25, 2010
gte_gold
Thanks for confirming the OneFi mailing address at the UPS store locaton. The DriveBy and DD Board is a great idea!
gte_gold
I searched before writing that post of other businesses using the 650 N. Rose Dr and noticed the UPS store and wondered why UPS didn't list a number after the address like OneFi did. Silly me, I didn't connect The dots as you did. I remember thinking how could a small strip mall have over #600 subunits. If the subunits are this size of a shoe box, it makes sense. The UPS store is within walking distance of one of the company officers. OneFi can now retrieve the company mail on the way to the Ralph's Supermarket. How cool is that?
gte_gold
The OneFi company website was given a makeover after a couple years of outdated material and information . Here are some notable changes:
The company website now lists a Mailing Address 650 N. Rose Dr. #305 Placentia, California 92870-7513, 4 miles North of the previously listed Glassell Street location.
The home page still has the picture of a man, posing as a business man, leaning against a large conference table. Below that picture is a quote and the name Vince Pearson. I hope nobody is mislead into thinking that the person in the picture is Vince Pearson or that the conference room pictured is the property of OneFi. The person in that photograph is a model.. just like these other models:
The company website claims three new names to the management team:
Denny Gresham - CTO
William Lynch - Network Oversight Director
David A. Cassidy - Director of Connectivity
Some may remember the name David Cassidy from a combined Roadwings/OneFi press release from almost 2 years ago. Below is a portion of that Press Release.
"...Mr. David Cassidy, the owner of the newly installed network, was delighted to bring the OneFi Technology to Buena Park because it opens access not only for visitors, but also the underserved..."
Road Wings, Inc. and OneFi Technology Announce Buena Park Network Deployment
Now that it appears that the same David Cassidy is on the management team. maybe he can explain why OneFi did not receive revenue from that Buena Park installed network.
The company website also has a mission statement and 4 goals. Some on the board may be shareholders and might find comfort in goal number 2. Here is a quote of that goal: "Reward our employees and shareholders of OneFi Technology as members of the family".
The site claims the company is working on projects in California without providing any details of the projects... just like the many other projects claimed by the company. The web page also does not mention the existence of OneFi networks.
There must be a reason for the recent activity. Will be interesting to see if OneFi remains a "Dark" company as described by otcmarkets. The company has not updated share structure, financial, or come clean with the results of activities boasted in company press releases during 2009.
gte_gold
Not certain what action ONFI is positioning itself for. My guess would be a Reverse split. Preferred shares quantity remain the same post split.
Tom, Chet, am I completely wrong with my guess?
gte_gold
Preferred Series A and B designation actions were added yesterday to Nevada Secretary of State website for OneFi Technology.
Nevade SoS OneFi information
Nevada SOS: total Share Count 4.5 Billion.
Nevada Secretary of State Website lists par share count as 4,500,000,000 for OneFi Technology. Apparently this has been the par share count since May 12 2009. The May 12 2009 amendment information had conflicting information. The Total par value shares number did not correlate with the Total Authorized Capital value in that amendment. That error is now corrected.
Nevada Secretary of State OneFi Technology informaton.
I'm speculating OneFi was required to remedy the "Default" status before certain transactions by the company would be allowed with the Nevada Secretary of State. It appears OneFi could have delayed filing the List of Officers and paying the fees until early next year if they chose to do so. Certainly OneFi had motivation to pay the fees to remove the "Default" status with the SOS. I think we'll hear something in the next few months.
gte_gold
Nevada SOS Status changed from "Default" to "Active". Apparently OneFi updated their list of officers. Noteworthy is that the Nevada SOS continues to list the address of the officers as 2366 N. Glassell ST Unit D. The picture in the IBOX displays another business name at that location on March 10, 2010.
Perhaps Chet Noblett or Tom White will explain why the OneFi sign was removed from Unit D and replaced with a sign of another business name over two months ago. And explain why the updated List of Officers on the Nevada SOS website updated May 17, 2010 still use the 2366 N. Glassell Unit D address.
Chet, Tom, Does OneFi continue to do business at the 2366 N. Glassell Unit D address?
Is the Nevada SOS address information incorrect for the List of Officers?
Also, feel free to update the board on the following:
The $20 million dollar projected 3rd Quarter 2009 revenue
The Navajo Nation installation
The Jamaica deployment
The Saudi Arabia appointment to Market OneFi's Wireless Internet Products to the GCC Region
The EBITDA engagement to seek government contracts
It's difficult for me to comment seriously to the Press Releases published by OneFi because the company hasn't provided results or updates on most of those Press Releases. I could be wrong, so please feel free to update the board, Chet Noblett or Tom White, and explain if any of the activities described in the 10 Press Releases in 2009 actually occurred and if the company received revenue because of those activities.
gte_gold
OneFi Technology not in application directory for round2
The Department of Agriculture's Rural Utilities Service (RUS) has posted an Application Directory of BIP Infrastructure applications received under NOFA 2 (Round 2).
It appears neither EBITDA Capital nor OneFi Technology is listed in the directory of applicants. That may extinguish any hope of OneFi Technology Seeking Its Share of the Government's Broadband Connectivity "Stimulus Package".
Rural Utilities Service Broadband Initiatives Program Round Two Application Directory
gte_gold
Navajo Nation Middle/Last Mile Project Funded with $32,190,067.
This is great news for the Navajo Nation! Unfortunately it appears EBITDA/OneFi is not part of project team.
Navajo Nation Middle/Last Mile Project: Quality Broadband for the Navajo People
For more than a year, the company has failed to provide information of on any completed installations or having received any revenue.
gte_gold
Yes, OneFi has been silent. They have moved out from their unit D location on Glassell Street, almost no public updates to press releases, and appear to be 6 months behind filing their quarterly information on pinksheets.com, and now late in filing the annual list with the Nevada SOS.
gte_gold
Business Entity Status changed from "Active" to "Default" for OneFi Technology on the Nevada Secretary of State website.
Nevada SOS website OneFi informaton
gte_gold
Dio, This was RDWG back before the reverse merger when I sold my shares after taking a hit. If I had been a loyal long, my 2.46 million shares would have reduced to 1,722 shares after the split, and would have ended up with a total value of $6.20 using today's share price, LOL. You're not alone, most lost money on this company.
Good luck in your trading!
gte_gold
OTCReporter.com acknowledges receipt and selling 9 Million shares of OneFi in their Compensation Disclaimer.
"...received 9,000,000 trading shares from a non-affiliate third party shareholder and thereafter sold all 9,000,000 shares...". Would like to know the name of the "non-affiliate third party shareholder" that provided the free trading shares described in the disclaimer. LOL
9 million shares exchanged for OneFi stock promotion according to an article in The Street Sweeper.
Came across this article titled "Convicted Swindler Touts Risky Penny Stocks". Further down in the article, the author talks about a convicted investor swindler and his firm given 9 million in free trading shares to promote OneFi Technology. "...Roon’s firm received 9 million free trading shares for that particular promotion, and it has already sold every one."
Would you like to comment on that article Mr White?
The OneFi office was probably the only thing shareholders could see as real. With that gone and silence from the company, it makes me wonder what is real with the company anymore.
gte_gold
This is the picture I took today at 2366 Glassell Unit D.
3-11-10 picture of Unit D
gte_gold
OneFi Technology not at 2366 Glassell UNIT_D location. The OneFi sign has been removed and replaced with another business sign. I went by the old location today and noticed the change.
What happened to OneFi? What is the new location address, if any? Why does the Nevada Secretary of State Website still show that OneFi fees have not been paid?
Mr White, can you explain what has happened?