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Idaho-based alt-energy company Intrepid, ticker ITRP, essentially shut up shop earlier this week:
"The present Board and Management have long struggled to preserve value for all Intrepid stakeholders. In spite of our efforts, the Company has become insolvent and operations have ceased.
The Board and Management have been unsuccessful in securing and paying for directors & officers liability coverage past February 7, 2009. The Board and Management now recognize that the senior secured lenders are the major stakeholders in Intrepid Technology & Resources, Inc. and its subsidiaries. Consequently, these stakeholders should determine the future governance and management of the Company and its assets.
As a result, Intrepid Technology & Resources, Inc. announces today that all the directors and officers of the Company have resigned, effective 5:00 pm MST, Saturday, February 7, 2009, with the exception of Jacob Dustin who will continue as President in order to provide continuity and signature authority and to facilitate such future actions as may be required.
Such resignations are not a result of any disagreement between directors and officers."
ITRP was one of YA Global's victims/willing accomplices/partners-in-crime* and experienced the usual 99.9% fall in pps while in the tender embrace of their Cornell/YA partners and making regular monthly payments in cash and shares.
ITRP, as seems to be customary in many of these cases, were keen to jump into bed with YA, and loth to leave the carnal mattress, even when it became clear that it would result in the total extinction of the company.
Shame SEC is 1) busy with Madoff and 2) utterly ineffectual.
*delete where applicable
Originally you said:
"You have accurately summarized my own understanding of the current state based on my conversation with JL when he asked me to approve the additional shares.."
To which I remarked:
"Given that the strategy outlined in Christopher New's post of purchasing a business to allow them to "generate cash themselves" is not the subject of any public announcement by Biophan (the lack of the same having been commented on by many Biophan longs), I hope you'll forgive me for remarking that this reported breach of Reg FD is reminiscent of Biophan's previous CEO, Michael Weiner, who was also a serial offender in this respect."
Now you say:
"I hardly think that a vague reference to permitting management more options than they currently have is in violation of any regulation."
In the interests of clatrity, perhaps you could elucidate which bits of Christopher New's "summary" were reflected in your conversation with Mr. Lanzafame and which remain pure speculation.
Otherwise we could reasonably interpret your original comment to mean Mr. New's summary was accurate in all respects (obviously now excepting the one aspect in which you have now clarified that it may perhaps not be accurate, although you haven't quite said that either).
TIA.
"In the Class Action suit against Atlas the parties have stipulated to another extension of time to plead to 2/17/2007."
wald, this is useful information, for which I thank you.
Apart from a ouple of Idaho Business press articles, I've found it difficult to keep track of this Class Action suit - where do you find this up to date information, if you don't mind me asking?
TIA.
"The company is hoping to increase the authorized shares to so that they would be able to make an acquisition or some other sort of transaction that will generate some near term cash flow."
Let's be clear about this.
The chance of Biophan being able to make an acquisition that will be cash flow positive is slim in the extreme. So slim, I would argue, as to be negligible.
In order to do this, they would need to buy an existing operation that was not only profitable but also cash-generating (the two are not always synonymous, particularly in any industry that is, or at least should be, research and development based).
It's difficult to envisage a situation where such a company, or the owners of such a company, would allow themselves to be bought by an outfit like Biophan, which on its own admission is on the verge of bankruptcy, in exchange for equity (some of the extra 550 million shares that Biophan's "management" is begging for) given Biophan's prognosis. If such a company were for sale, then they would expect, and in today's climate, get, at least a portion of their price in cash if not all of it from a company that was not laboring under a "going concern" warning.
You could further argue that even if such an acquisition were possible, it would result in another dilution of focus for Biophan's "management" which has shown itself singularly unable to walk and chew gum at the same time (using the bowderlerized version of LBJ's aphorism).
Surely they should be focusing relentlessly on developing the Myotech CSS device while doing absolutely everything in their power to find a deep-pocketed partner (who WILL NOT insist on Biophan equity, in spite of what some folk would have you believe)?
Which leaves the second option:
"The company is hoping to increase the authorized shares so that [they can enter] ............some other sort of transaction that will generate some near term cash flow."
That's a road Biophan's "management" have travelled before. It's called issuing shares and warrants for ready cash, and in the case of Biophan has led to dilutive toxic financing from so-called "sewer rats", with whom, it has to be said, Biophan's "management" were very keen to jump into bed.
Several Biophan longs have expressed the opinion that Biophan would still be happily nestled next to their sewer rat friends if were it not for the fact that they literally ran out of shares to pay them off with.
Certainly this is plausible, and it's true that the sewer rats weren't paid off until after the shareholders refused to approve the initial request to triple the existing float of shares, which had already tripled from time of the initial agreement with the "sewer rats".
I too regard this as more than a mere coincidence.
Another poster comments:
"You have accurately summarized my own understanding of the current state based on my conversation with JL when he asked me to approve the additional shares.."
Given that the strategy outlined in Christopher New's post of purchasing a business to allow them to "generate cash themselves" is not the subject of any public announcement by Biophan (the lack of the same having been commented on by many Biophan longs), I hope you'll forgive me for remarking that this reported breach of Reg FD is reminiscent of Biophan's previous CEO, Michael Weiner, who was also a serial offender in this respect.
Good luck with that. Make sure they measure your triglycerides while you're there.
"We now know the vote has been postponed 3 weeks.
The question is why?
I suspect the following:
If BIPH was not going to be able to get the vote passed at all, they would have postponed the vote by months or canceled it completely."
I think they're just desperate. As has been speculated already on this MB, given the number of shares that have changed hands since the appropriate date of ownership to vote in the "Turkeys Voting for Christmas" poll, they may never get these votes.
We know, if we're honest, that they don't need the extra shares to move the development of the Myotech CSS device on, and there's no need for them if the Myotech CSS device is a viable technology for the future. In spite of what others have claimed, there is simply no need for extra shares in order for Biophan to enter into a business development deal.
That raises the question of what they want the shares for. In the past we know they've used hundreds of millions of these shares to fed their "sewer rat" friends.
I see no reason why this particualr leopard should have changed its spots - they certainly haven't issued any communication that would suggest it - and I still maintain that issuing another 550 million shares would be akin to giving a recovering alcoholic the keys to the liquor cabinet."
Whether HDC registered shares or not in 2008, the fact remains they did not need those shares in any way for their deals with Abbott or with Quest, any more than Biophan would with any putative partner for the Myotech CSS device.
As I've said before, last thing a big company (like Quest or Abbott) wants is equity in a minnow like HDC - or Biophan. Just makes the accounting more difficult, because it's something else they have to put on a balance sheet and adjust on a quarterly basis. They don't need the grief and there's no advantage in it for them.
"try not to ramble. more words does not increase the accuracy
of the story or spin on a story."
Awfully sorry you feel I was rambling. I'll certainly try not to do so.
In the spirit of reciprocity, let me offer you some advice in turn: you may find that deliberately using few words in a kind of free form blank verse in the style which you favor may lead to more ambiguity than is desirable for the reader who wishes to understand what it is you're trying to say.
Just a hint - hope it helps - coulda avoided all that exchange about whether you meant $2.4, $3 or $4,2 million and many other confusions you have no doubt inadvertently promulgated.
"Some posters state that BIPH does not need shares to make a deal. I say this is completely wrong and near-sighted.
Deals take money, certainly. But depending on the way the deal is structured, it does take shares more often than not."
An authorative statement, confidently expressed and brooking no contradiction.
It is only slightly marred by the fact that it has no empirical basis whatsoever, and is quite possibly wrong.
What is certainly true is that if the Myotech CSS device is viable and offers one tenth of the potential that some posters have expressed here, then any potential partner in the device world would certainly not walk away from any deal because they wouldn't get Biophan shares as part of it.
Some of you will know of the company Health Discovery Corporation HDC aka HDVY), which has a reasonable numbers of owners in common with Biophan, for reasons that are somewhat arcane and possibly controversial.
After years of decline, HDC shareholders became quite excited (and indeed excitable) last week when not one, but two partnership arrangements were announced with two relatively deep pocketed partners in the diagnostics world, Abbott and Quest), holding out the prospect of long-suffering longs being able to win back a portion of their original investment, if not the whole of the original stake (and I hope they do, but this wouldn't be the first false dawn they've experienced).
Here's the deal terms that were announced for Abbott :
"In consideration of the Company granting the license to Abbott, Abbott will pay to the Company a one-time initial signing fee of $100,000. In addition, with respect to the Licensed Products, Abbott will also pay milestone payments to the Company upon the achievement of certain events as follows: $250,000 upon the completion of Phases 1 and 2, as described in the FDA Submission Plan; $250,000 upon completion of Phases 3 and 4, as described in the FDA Submission Plan; $500,000 upon the submission of either a 510(k) or a Pre-Market Approval (“PMA”) submission to the FDA; and $500,000 upon the receipt by Abbott of a written notification by the FDA of the approval of the applicable 510(k) or PMA submission. The Company will also receive royalty payments as follows: 10% of Abbott’s Net Sales for Licensed Products with medical utility claims solely for use on prostate tissue samples, and 5% of Abbott’s Net Sales for Licensed Products with medical claims solely for use on urine samples. The Company will also receive royalty payments on the Laboratory Developed Tests as follows: 10% of Abbott’s Net Sales for Laboratory Developed Tests performed on prostate tissue, and 5% of Abbott’s Net Sales for Laboratory Developed Tests performed on urine samples. In addition to the royalty payments, with respect to urine-based Licensed Products, Abbott will also pay the Company certain amounts upon the achievement of sales milestones as follows: after the sale of 50,000 tests in a calendar year, a fee of $200,000; after a sale of 200,000 tests in a calendar year, a fee of $750,000; and after the sale of 500,000 tests in a calendar year, a fee of $1,500,000."
The usual terms for such a Business Develoment deal: a bit of cash up front, and more moolah on achievement of various milestones. No mention of shares or equity, which if it had happened would have been material information that would have had to be announced.
The Quest deal is less detailed:
"In consideration of granting the license to Quest, Quest will pay to the Company a license fee, which is due within thirty days of the execution of the Quest License Agreement, running royalty payments, certain milestone payments, and development fees."
but again does not involve equity of any sort (otherwise Reg FD would require its disclosure).
These are absolutely stndard deals for a smaller company dealing with a bigger company, and there is nothing - literally nothing - that prevents Biophan making such a deal tomorrow if they could find a partner who wanted access to the Myotech technology.
So they want the shares for another purpose. If it's to buy another company, then I would suggest they shouldn't; rather they should focus on developing the assets they have, and not lose focus on yet another abortive venture like Biophan GmbH and all the others.
If they want it for more toxic financing, then that's a bad thing too.
Basically, they don't need extra shares for normal business purposes. If you are a turkey, you shouldn't vote for Thanksgiving.
PS krays, sorry you thought my previous post was in some way offensive. It's just I thought as tet had made a suggestion that somebody else had already carried out, he'd want to know. I note the original biophanatic gallery had already featured a "humorous" attack on terp. Presumably the fact he was right about BIPH all along makes him a fair target,just like me.
"the number $2.4m is not a reality to any
of this discussion. it is just a biphlandic diversion
that you and only you created."
Now I'm all confused again.
So are you now saying that the number of $600 thousand a quarter (that is $2.4 million a year) operating capital allowance for Biophan's operating expenses that you and others quoted is a fictional number?
Either it's real or it's not, and either this last post of yours is wrong, or all the others where you reference that number are wrong.
And also you seem to suggest now that some of that $2.4 million
(or $3 million, or $4.2 million, whichever figure isn't a "figment of my imagination" but is the one we're meant to believe)
was used for the payout to the owners of Myotech ("there were accounting for myotech value"), but actually that was dealt with separately in the numbers you originally presented.
Additionally it does seem you're overlooking my primary question:
Even allowing for the fact that Biophan needs to pay salaries and bonuses (which I still maintain are not ungenerous in the case of Mr. Lanzafame, considering what's happened to shareholder value and the pps on his watch), rent, and so on, with 7 employees and a smalloffice, that should still leave enough to have done something to progress the development of the Myotech CSS device. What happened to the rest of the $600k.
BTW, I'm sure you're familiar with the saying two wrongs don't make a right:
"in this day of super muclear
executive pay, golden parachutes, and even lackies on
wallstreet making millions per year, you are way out of line
to suggest that biph salaries or corp expenses are out of
line."
I respectfully suggest that for Mr. Lanzafame to receive compensation valued at:
****************$623,919****************************
for Biophan's fiscal year 2008 (the last 10K data available), including a bonus of $100,000 might be considered excessive in light of the company's pps perfomance and the apparent lack of progress of the development of the Myotech CSS device.
"it's [sic] negligibility is in it's [sic] lack of reality."
I don't think the points I make are unreasonable, but nobody seems to want to address them.
"glad i could help. again!"
This time you didn't, I'm afraid, because as I tried to explain above, you've just confused me.
But if you could attempt to answer my questions about where the $2.4 million per year that isn't spent on rent and salaries goes, why the Myotech CSS device never seems to progress in its development (in spite of all the millions and millions of dollars Biophan have raised for that express purpose) and why you think over $600k annual compensation for Mr. Lanzafame is reasonable in the circumstances, I should be most grateful.
TIA- again.
Thank you - that's almost clear enough for those who like me are not gifted enough to be telepathic.
Anway, back to my original point, which seems to have got lost in the explanation of your somewhat abbrieviated presentation of BIPH's cash flow picture.
$2.4 million is not a negligible amount for operating expenses for a full year, in spite of any claims to the contrary.
The other other things such as discharging the toxic debt
(at last, probably because your tough love in not granting them an extra squillion shares to feed their pet rat with - not yet, anyway)
or paying the last $3 million and change of the total of around $16 million they paid over the years for the rights to Myotech CSS (that we now learn may be worth less than $2 million) were accounted for separately, according to your figures.
Which leaves the question of exactly what that $2.4 million was used for?
Salaries and bonuses obviously, and paying a telesales company over $50k to persuade turkeys to vote for Thanksgiving, but even at Biophan's generous remuneration rates to their 7 employees, that should still leave a bit of loose change to be invested in the development of the Myotech CSS device.
But they don't seem to have spent it on that - perhaps you could explain to this special needs person who needs "more personal assistance"
(I'm so dumb I didn't get in on the ground floor a couple of years back like y'all told me to and snap up Biophan and Natural Nano stock when they only cost two or three hundred times what they cost now, if you can you believe just how challenged I am!)
exactly what value that $2.4 million generated for the shareholders?
(Obviously we don't want to open the $16 million for Myotech debate as that seems to upset so many of you, so let's just stick with the operating expenses for now).
TIA again!
"the info i used was based on the referenced sec docs.
"investment in myotech for controlling interest = $3.2m
working capital allowance of $4.2m @ $600t/q = $3 m
eliminate sr debt = $2.15m
which totals = $8.35m
i hope this helps."
Not really. I worked out my figure of $2.4 million using that other figure of $600 t/q
(assuming t is for thousand, and q is for quarter, and there are three 000s in a BIPH thousand, and four quarters in a BIPH year, both of which may not be true, given that things in BIPHland seem to work in a kind of parallel universe to normal businesses where normal rules don't apply)
but I can't see where the $3 m comes from, or how you get the numbers 3.2, 4.2, 3 and 2.15 to add up to 8.35 (nor does it work if you forget the $3m, or if you also turn the $4.2 into $2.4).
Now, you chaps seem to think these numbers were highly significant, yet a cursory glance suggests to me that they don't add up (another familiar feeling in BIPHland).
I would seriously appreciate it if you could help me to understand where these numbers come from, and why you and several other posters think they make sense.
TIA.
"investment in myotech for controlling interest $3.2m
working capital allowance of $4.2m @ $600t/q $3 m
eliminate sr debt $2.15m
which totals $8.35m
--------------------------------------------------------
not much left to pay biph operations."
Exactly what do you think "working capital allowance" is for, if not for day to day BIPH operations?
Here's a hint:
"Working capital funds are intended to ensure ......... the ability to pay short-term obligations (e.g. payroll, operating expenses, cost of goods sold, debt maintenance, etc.), as they arise. The working capital allowance should not exceed 60 days of annual operating expenditures and should be tracked and adjusted to appropriate levels annually."
http://www.uis.harvard.edu/staff/policies/balances_reserve.php
I know you Biophanatics think I'm a glass-half-empty kind of guy when it comes to assessing BIPH, but I have to say that $2.4 million
(I think you meant $2.4, not $4.2 as your posts shows, didn't you? Unless my math is as bad as BIPH's previous finance guys, before Meg came in to clean up their act, although the $8.35 doesn't tally with either figure, for some strange reason)
is not exactly chicken-feed.
But there doesn't seem to be a lot to show for that $2.4 million.
Or am I missing something?
"The libelous ranting of our Clark Kent, the self proclaimed hero is sometimes amusing and often annoying."
Ironically enough, to accuse someone of libel when it's not true is itself libellous.
So rather than calling names, or insulting me, why not either prove I have committed libel by showing where I have made a false statement about Biophan, its managers or its promoters? Even though that shouldn't be difficult as you chaps seem to think I distort the truth all the time, no one's ever been able to point to a specific untruth I've told.
Alternatively if that's too difficult for you why not tell me why any of the 5 points I raised are invalid?
Of course, there's always the "Ignore this User" button. One press, and - Heavens to Murgatroyd! - you won't be exposed to any of my distressing thoughts about Biophan, its "management", the toxic finance or the lack of development progress on Myotech CSS any more. And, as they say, ignorance is bliss.
PS I don't "proclaim" myself out as mild-mannered Clerk Kent or his alter ego, the Man of Steel. I just have a hobby - everybody should have a hobby they enjoy, and studying stocks like Biophan is one of my several pastimes.
"If this does turn out to be a scam we will all look back at postponements like this and wonder why we overlooked things like this."
Not so fast with the word "all".
I think there are rather more florid examples of things that might make a concerned investor go "mmm" or even "whaat??!" when reviewing the history of BIPH.
Among these are:
1) The transfer of over $10 million from BIPH's balance sheet to the private pocket books of several individuals associated with the Myotech CSS device, at the same time as they were serving as Officers of Biophan.
2) The recent re-valuation of the value of Myotech CSS, that now is valued at less than $2 million using widely accepted GAAP techniques, in spite of the fact that Biophan's shareholders paid about seven TIMES that amount for this IP (see 1) above).
3) The fact that the Myotech CSS device is still 24-36 months away from market, when today is already 3 years after the first date that Biophan forecast for this commercialization, and even though Biophan have raised millions in toxic finance for the express purpose of developing the Myotech device - money it now seems they raised under false pretenses.
4) The fact that Biophan's CEO, John Lanzafame, is also a Director of fellow stock market disaster Natural Nano, a company that colluded with Atlas Mining to announce the successful sale of halloysite clay, in order to create a false market in the share of both companies (and FASC as it happens). (Atlas is currently the subject of a class action lawsuit and NNAN shouldn't be far behind if there's any justice in the world.)
4) The fact that the supporters of several of somewhat suspect stocks -ALMI, NNAN, FASC, GRGR to name a handful- are also avid supporters of Biophan who will hear no evil, see no evil and speak no evil about Biophan. They are less restrained in seeing evil when they criticize those who like me have pointed out that there is something deeply suspicious about Biophan and its "management".
5) Michael Weiner, still deeply connected to both BIPH and NNAN via IP, his involvement with Technology Innovations and other companies such as Biomed and Myotech, far from becoming indigent, as some of his supporters would have you believe, has bought a new mansion and a new yacht in the past couple of years.
And that's without mentioning the toxic financing, the dilution, the call for 800 million shares and many other things.
"If this does turn out to be a scam"
You think?
FASC should be careful with these wood pellet companies.
There's one called Green Energy Resources (GRGR), that is clearly a scam company - they even did one of those notorious "convert your electronic holdings into physical share certificates to thwart the nasty naked short sellers" PRs, aimed at getting the Mom and Pop investors to be unable to liquidate their holdings quickly enough when the dump comes, so as to leave the exits clear for the pump and dump merchants.
The voluntary accounts that GRGR's CEO, Joe Murray, submits are so obviously fictional as to be laughable.
Hopefully FASC will avoid getting involved with such a company, although their track record ain't particularly good in that respect. A few years ago they claimed that one of their KDS machines was helping a mining company to extract and process halloysite clay. Why, they even said that FASC had had people down there helping to make sure the KDS machine was running nice and smoothly.
Imagine my surprise, then, when the Mining Company involved, Atlas Mining, and their alleged customer, Natural Nano, admitted a couple of years later that there was never any halloysite clay processed and the sale that both companies had announced was entirely fictional.
Almost makes you wonder what Atlas did use that KDS for - mind you, it did goose the pps of all three companies involved -FASC, ALMI and NNAN - so it wasn't a complete waste. Well, not for the folks behind those companies, anyway.
So, to go back to my original point, First American Scientific Corporation (FASC) should watch out for companies involved in wood pellets because they might turn out to be scams like Green Energy Resources (GRGR).
It's real in the sense it will cost real people real money, while making Mr. Murray and his cronies the same money.
In terms of actually selling anything, other than shares, not real, no.
In terms of actually manufacturing anything, other than fictional accounts, no.
It's a criminal enterprise, run by a criminal. Some one should really do something about it, but I guess they're too busy with the Big Crooks to deal with the worms destroying our once great Capitalist system from within.
Bin Laden must be proud of Joe and the other Al Qaeda fifth columnists working so hard on his behalf.
"I know they are delivering a couple units this next month, I hope we get a PR on them."
Well, if you know about it but nobody elses does, there'd better be a PR pretty soon or that would be a breach of Reg FD.
In any event, I'm reasonably sure you'll get a PR, and that they will show up as sales on the next set of accounts.
Whether or not the actual money from the sale ever gets shown on the FASC balance sheet, or if there's a PR when and if the machines get sent back after an unsuccessful evaluation period is however, a different matter, unfortunately.
"It is alive"
Only in the sense that it's still able to parasitize the Capitalist system off which it draws vital life blood, in a grotesque zero sum parody of real Capitalism.
Green Energy Resources is a poor man's Bernie Madoff Hedge Fund, and Joe Murray is a poor man's Bernie Madoff.
The gig was up once Murray issued the famous "hold your stock in paper certificates" PR.
While it was pretty certain that it was a con before that (you really only had to look at the so-called accounts that were filed), when Joe endorsed the naked short selling scam ruse beloved of organized criminals and other con men preying off the darker sides of the minor stock exchanges, BBs and pink sheets, that confirmed it 100%.
This stock is a scam, and Joe is a crook.
Clear enough?
When people realize the harm that scams like this, and Biophan, and Natural Nano, and FASC, and PRW and all the rest have done to the fabric of our civilization by destroying confidence in the checks and balances that stop the Stock Market turning into a giant money machine for unscrupulous tricksters, I fully expect them to turn up at the front doors of the perpetrators armed with fiery torches and pitchforks.
Wouldn't want to be in Joe's (or Michael's, or John's, or David's, or Cal's or any of the rest's) shoes then.
Oh no.
Did you ask Natural Nano's CEO how Pleximer was doing in general terms, or enquire further into why Natural Nano colluded with Atlas in issuing PRs that were clearly not true?
Perhaps you asked her why they didn't mention until a couple of years after the event that the halloysite clay they bought had not in fact materialized , and indeed only then after the fact had been made public by Atlas' new CEO?
Seems kinda careless of them to me. I think if I'd have been a NNAN shareholder I'd have asked those questions if I had been fortuitous enough to find the CEO sitting next to me on a ski lift - the perfect captive audience.
If I were also a FASC shareholder, as I believe you are, I'd also have been asking FASC how they claim to have seen their KDS machine in action at Atlas' Dragon Mine busy processing halloysite clay for Natural Nano and for that other company you're invested in, Biophan, when that halloysite clay was in reality entirely mythical.
Get the chance to ask about that, or was it just TI and Mr. Weiner you were interested in?
"Here's why... pshaw.1959 is back, posting negativity about BIPH on the yahoo.mb. It's a desperate post, but the fact he's there is significant in itself."
Our friend pshaw.1959's post doesn't seem that desperate to me.
I think he's asked a legitimate question:
What happened to the $3.3 million that disappeared from Biophan's balance sheet between August 2008 and November 2008?
I've asked a similar question about a longer time frame and drawn much the same conclusion:
Millions of dollars that used to belong to Biophan shareholders now belongs to private companies associated with the "management", past and present of Biophan.
In exchange Biophan's shareholders' now possess total ownership of the Myotech CSS IP, which Biophan's financial accountants now assess as being worth somewhat less than $2 million, even though they paid - by krays's reckoning, not mine- about $17 million in cash and cash equivalents over the years for that IP and its development.
BTW, there's nothing magical about those extra 550 million shares that Biophan's management are asking for in terms of doing a deal.
Either another company wants access to the Myotech CSS technology and is willing to pay for it, or they don't.
The latter seems to be the case right now, and if Biophan choose to go down the MegaDilution route, authorizing a total float more than three times the current float is not going to make it any more likely to be the case.
Quite the opposite, in fact, for reasons I have expressed previously - by undermining the already precarious financial situation of the company, further dilution simply makes it more unstable, and therefore a less desirable partner.
See how that works? If not, do tell me why it doesn't work that way.
TIA.
"FASC should change its name because they PR'ed they would."
How about:
Crushing Of Non Traditional Recyclable Ingredients Corporation?
This has the virtue of referring to FASC's legendary KDS machine and its mechanism of action, as well as providing a memorable acronym:
CONTRIC.
If they'd just re-incorporate in Kansas, we'd have the whole thing:
CONTRICK
"The 4.923mm shares of stock used to acquire the initial 35% interest were returned to BIPH when Myotech was dissolved. As you indicate these shares held a carrying value of roughly $8.4mm. When they were returned to the treasury the value was $68,923 resulting in a write down of $8,398,775 which is part of the asset impairment charge. $6,211,741 was then recorded as a gain in minority interest on the financial statements."
There's no suggestion that the 4.923 million shares were held throughout those years by Myotech's private owners. In fact it's entirely possible that they sold them at that time or shortly afterwards, and knowing that Myotech's owners are smart people, I wouldn't be surprised if they did. Then it wouldn't have been too difficult to buy the same number of shares when the company was dissolved for less than 1% of the money they originally received.
"I believe that Management knew exactly what they were doing and are executing the strategy beautifully."
In that "Management" were essentially the same people as Myotech's owners, I certainly wouldn't dispute that.
What I do dispute is that any part of this transaction was or is in the ordinary shareholders' interests.
By your numbers, $17.4 million in value has been lost from Biophan's assets while paying for the Myotech device. It's clear that nobody anywhere is beating a path to Biophan's door to gain rights to develop the Myotech CSS device, and that's (partly) reflected in the true worth calculation of $1.7 million that Myotech IP now carries on the Biophan balance sheet.
From the shareholders' perspective, this so-called strategy is a disaster.
By using this cash to pay the private owners of Myotech (essentially themselves, let me emphasize once again), they're down to five to seven months' cash starting from today - less than 1.5 million dollars - , and seeking to increase the existing authorized issue of shares by over 200% to 800 million for purposes that can be readily surmised from their past history.
They have had to insert a going concern warning in their 10Q, and if they don't get a partner and soon for the Myotech CSS device, they're going to have to "raise additional funding".
And the poor long-suffering Biophan longs know exactly what THAT means.
"do you agree with the 8.6MM figure?"
No. My reading of the filing is that they paid just under $15 million in cash or cash equivalents (common shares), excluding any other intercompany transactions.
Here's how I calculate this:
November 30, 2005 4,923,080 shares of Biophan common stock paid for initial minority stake in Myotech.
Value of common stock at 11/30/05: $1.72.
Value of payment in stock: $8,467,698
October 1, 2007, Biophan provided an aggregate of $4,636,040 of additional funding in exchange for 1,682,234 newly issued Class A units of Myotech, which raised ownership percentage to 44.1%.
Total funding to that point: $8,467,698 + $4,636,040 = $13,103,734
As of November 30, 2007 Biophan purchased an additional 9,316,547 Class A membership units upon the payment of an aggregate initial purchase price of $1,200,000 bringing ownership percentage to 68.02%.
Total funding to that point $14,303,734
October 17, 2008: Under the terms of this amendment, we have purchased a total of 1,854,000 Class A units for an aggregate total of $600,000, increasing our ownership to 70.6% as of, the date of dissolution.
Total funding to that point: $14,903,734.
I suspect I may have underestimated the total payments to Biophan because the filing is not exactly crystal clear.
Anyhow, that's my reply. Hope it helps, and if you disagree, do tell me why.
"Zero dillution for the quarter is nice to see."
Probably more a function of the fact that the current authorized float is "only" 250 million, and the remaining 7 million shares out of that 250 million they haven't issued represent a tiny fraction of their running costs.
That's why they've spent at least $50,000 and probably more on the telesales campaign attempting to persuade Biophan shareholders to be the turkeys that vote for Thanksgiving, that is to authorize a total float of 800 million shares.
"Klon some people don't know how to read. Also note to attribute the decline in capital year over year was due to Biophan NOT receiving 11 million payment from MEDTRONIC."
Indeed some folk don't know how to read.
Here's the truth about the $11 million that MBD claims Biophan never received:
"14. SALE OF INTELLECTUAL PROPERTY:
On October 4, 2007, we entered into an Patent Assignment Agreement with Medtronic, Inc., a Minnesota corporation, pursuant to which we agreed to transfer and sell to Medtronic all of our interest in and to certain intellectual property owned by us for an aggregate purchase price of $11,000,000, which amount would have been reduced to $10,500,000 if the closing did not occur within 60 days of the execution of the agreement. On October 5, 2007, we closed the transaction contemplated by the Intellectual Property Assignment Agreement, sold the foregoing intellectual property to Medtronic and received an aggregate of $11,000,000 as the sale price. The Company expensed $70,000 related to the intellectual property sold."
http://app.quotemedia.com/quotetools/showFilingOutline.go?symbol=BIPH&cp=on&name=BIOPHAN%20TECHNOLOGIES%20INC:%2010-Q&link=http%3A//quotemedia.10kwizard.com/contents.xml%3Fipage%3D5380983
Note that the company "received an aggregate of $11 million", that they booked it as revenue and that it appears in the balance sheet of all relevant filings.
While it is a stunning statistic that $9.5 million (probably $10 by now) of that $11 million has vanished into thin air in the space of 12 months, no need to wonder where it went.
It went partly to the private owners of Myotech, who we can now see from this latest 10Q filing were overpaid over the years by at least $14,565,000 dollars:
"As a result [of the purchase of Myotech], the Company recorded a charge for impairment of approximately $14,565,000 which is included in the Company’s loss from discontinued operations."
No wonder Mr. Weiner, ex-CEO and current Technology Innovations (owner of a large slice of BIPGH equity) has a new mansion and a new yacht. $14 million is a lot of moolah, even when divided among some other folk.
This was a classic "now you see it, now you don't" accounting trick.
As long as Myotech existed as a separate entity, it was carried on the balance sheet at the value that was allocated to it simply by calculating the money that Biophan had transferred to its private owners over the course of the years.
That this sum was way too much, as some of us have claimed for several years now, became evident when Biophan were forced to value the company at its true worth according to generally accepted accounting principles.
According to Biophan's latest 10Q, that true worth was appproximately $2.6 million, and even that I suspect is an exaggeration if the search for a partner continues to be so unproductive.
The rest of the $9.5 million went in payments to Biophan's toxic finance partners, who've done very well out of this little affair.
Which is more than can be said for the shareholders.
In the time frame from November 2007 until November 2008, they saw $9.5 million in hard cash disappear from their balance sheet, they saw their shares diluted by over 100%, they saw their "investment" in Myotech turn to dust, and in exchange the Bipohan business didn't move forward one iota - quite the opposite in fact.
Something not quite right with this picture, and I don't understand why some people are so defensive about this company.
So defensive that they see things in the filings, such as "Biophan NOT receiving 11 million payment from MEDTRONIC" that simply aren't true.
10Q filed. Not a pretty sight, I'm afraid:
http://app.quotemedia.com/quotetools/showFiling.go?name=BIOPHAN%20TECHNOLOGIES%20INC:%2010-Q,%20Sub-Doc%201&link=http%3A//quotemedia.10kwizard.com/filing.xml%3Frid%3D12%26ipage%3D6078961%26DSEQ%3D1%26SQDESC%3DSECTION_BODY%26doc%3D1&cp=on&type=HTML
Lowlights include the fact that Biophan are down to less than $1.5 million in hard cash (what did they do with all that Medtronic money - $11 million - they received in November 2007??)
A loss for the quarter of nearly $12 million (!).
No indication of when, if ever, they think Myotech CSS might ever be commercialized.
Caveat emptor indeed.
"Hey! President Obama has been in office for over an hour - how come our stock hasn't gone up? "
President Obama has made it plain he wants to see a new broom and change at SEC, so that there are fewer instances of stock fraud and failures of securities regulation.
Given FASC's history of broken promises, misleading PRS and abysmal track record on both revenues and stock price, I'm more surprised the stock price of First American Scientific Corporation
( - whatever happened to that name change - another much-touted development that simply failed to happen, I guess - )
hasn't plummeted even lower than its already abysmal near nadir price.
"I happen to be very optimistic about my chances to see a significant return on my investment regardless of the long term prospects of the company."
Does the fact that you see the "long term prospects" of Biophan as irrelevant mean that you're buying Biophan shares for trading purposes, and that you don't regard this company as a sound long term investment?
BTW, I think you overestimate the influence of message boards such as these.
While posts in favor or giving reasons against the purchase of an individual stock may occasionally work
(for example when you get the kind of concerted blitz by the momo players that we saw here towards the end of last year),
in general I suspect MBs such as this one have little influence except occasionally to accelerate some trends by making what most of us recognize is a very inefficient market just a teensy little bit more efficient in terms of news flow.
"Couple of big if's in that post btw."
I didn't think so, but if you care to be more specific, I'll be happy to debate with you.
Biophan once held itself out as a "squeaky clean company with lots of prospects" (including in nanotechnology based on halloysite) when it was trading at $3.00 and more in 2005:
http://bigcharts.marketwatch.com/historical/default.asp?detect=1&symbol=biph&close_date=4%2F011%2F05&x=28&y=21
Its market cap then was around $225 million.
Even then it was presented as "utopia" by some of the very same people who hold Biophan out as a good company to invest in today.
I'm glad that you seem to agree that Biophan is a bad company.
But however cheap its shares appear to be, if the business model of the company is broken beyond repair
(or if that business model is not the one that's presented to the ostensible owners of the business, the shareholders)
then no price is too low, because the real long term value is zero.
As I've said before, it might be that BIPH can make day traders with an excellent, nay exquisite, sense of timing (and more than their fair share of luck) some money, but as a long term investment, it has both an unenviably bad track record - with a pps down over 99.6% from its peak - but equally bad future prospects.
Erratum:
The sentence
"the several instances of private communications from Mr. Weiner (and if I recall correctly renmamaz too) to individuals such as boots436 in direct contravention of Reg FD"
should read:
"the several instances of private communications from Mr. Weiner to individuals such as boots436 (and if I recall correctly renmamaz too) in direct contravention of Reg FD2
My apologies to all readers, particularly renmanaz.
Are there grounds for a class action law suit against Biophan's "management"?
Someone has suggested there are no such grounds, presumably in response to b9molecule's post expressing surprise that no such case has yet been initiated, so let's look at the question of whether there are sufficient grounds to bring a law suit against Biophan's "management", past and present.
The answer is clearly "Yes".
If Biophan made unreasonable or untruthful representations to its shareholders, and to potential shareholders in the hope of boosting the Biophan share price, then that would be a deliberate attempt to create a false market in Biophan stock.
There are numerous examples where the normal "safe harbor" boilerplate would almost certainly not be sufficient to protect Biophan's past and present management against a law suit, including, but by no means limited to:
- the false guarantee that Biophan would be listed on a recognized stock exchange in the US (AMEX)
- the false grounds given for raising funds, ostensibly for development of Myotech CSS, but not used for such
- the failure to deliver on any significant milestone prospectively identified by the company
- the several instances of private communications from Mr. Weiner (and if I recall correctly renmamaz too) to individuals such as boots436 in direct contravention of Reg FD
Similarly, if it could be shown that the Directors and management of Biophan had failed in their fiduciary duties to their shareholders, that would be reasonable grounds for a lawsuit.
Examples with Biophan could be:
- transferring literally over ten million dollars' worth of shareholders' money from Biopjhan balance sheet into the privately owned vehicles associated with Messrs Lanzafame, Weiner et al. such as Myotech, Technology Innovations and BioMed
- rewarding John Lanzafame, shortly after his appointment as Biophan's interim CEO, with a $50,000 bonus for transferring millions of dollars into Michael Weiner's hands as "payment" for another slice of Myotech equity, without consideration of how the deal was to be financed or any incentive to minimize the size of the payment
- entering knowingly into "death spiral" finance to the extreme detriment of the shareholders, and resulting in enormous dilution of the float of authorized shares
- failing to communicate plans for future developments to shareholders while pushing ahead with stock incentive plans and other rewards for employees without outlining what the basis for these rewards might be.
And there's certainly more, not least concerning the governance links with Natural Nano, and so on, but that's certainly enough to be going on with.
"the thing that surprises me is that Biophan has avoided, thus far, the class action lawsuit."
Surprises me too, particularly from renmanaz, who seemed to be quite vociferous on the matter.
I suspect Natural Nano (the sister company of Biophan, on whose Board of Directors, Biophan's CEO John Lanzafame sits) might be the first to be the defendant in such a suit, particularly when the whole truth surrounding the much-vaunted but entirely mythical sales of halloysite clay from Atlas Mining (ALMI) to Natural Nano (NNAN)comes out.
Atlas Mining IS the subject of a class action lawsuit, and previous management, in particular CEO and Chairman William Jacobson ("Jake"), has been disowned by the new regime, who have accused Jake of a multi-million dollar securities fraud.
http://yahoo.brand.edgar-online.com/displayfilinginfo.aspx?FilingID=6124845-866-27962&type=sect&TabIndex=2&companyid=69126&ppu=%252fdefault.aspx%253fcik%253d8328)
Funnly enough NNAN did not acknowledge in their own SEC filings that they had not received the clay which they had PR'ed the purchase of until after Atlas themselves announced it, in the context of having to correct their historical accounts.
You have to wonder how NNAN failed to notice that $100,000 of halloysite, upon which their entire Pleximer N business was founded, had failed to be delivered for a couple of years.
The link here to Biophan, apart from John Lanzafame, was not just Michael Weiner, but also the fact that a Division of Biophan (about which we hear nothing nowadays), Nanolution, was also based on the halloysite clay story.
"White Gold", Mr. Weiner called halloysite.
Well, it was gold for somebody I guess, but not for the shareholders of Atlas, NNAN or Biophan unfortunately.
The Atlas court case is ongoing. Be interesting to see how it unfolds, but at this point in time, Atlas' new management cannot or will not confirm the existence or otherwise of any commercially viable halloysite deposits in their Dragon Mine.
"Granted, there's some bickering going on now over there, but it'll soon be over. My promise."
I'll be interested to see how you keep that promise, particularly as one of the defectors to your censorship-free MB was the prime mover behind censoring posts on this MB, and that was because he didn't approve of the sentiments I expressed, rather than any legitimate reason allowed under iHub's ToS.
What I think you fail to realize, or at least acknowledge, is that there is a group of people who will do anything, say anything to stop the negative side of the Biophan story - and there's plenty of that- from receiving a fair hearing.
I frankly wonder how it is that people can defend Biophan's management so avidly when it has failed at every task it's ever set itself, destroyed the finances of the company, its balance sheet and its share price, failed to get even an AMEX listing even though they quite literally promised they had it in the bag, and has some of the most intemperate and irrational supporters I have ever had the misfortune to witness in action.
I mean, what is that all about?
Why can't I point out that Biophan couldn't have been any worse managed if it had been run by criminals on behalf of organized crime
(which it may or may not be - my point is only that the outcome or result from the private retail shareholders' perspective is indistinguishable)
without being subject to vituperative speculation about my motives and my character?
Talk about shooting the messenger!
If Biophan ever gets round to planning to file for approval of the Myotech CSS device, which as best as I can gauge will be a Class III device, it may have some significant hurdles to overcome:
"GAO Tells FDA To Toughen Class III Device Review
January 15, 2009 -- A new report from the U.S. Government Accountability Office is recommending that the U.S. Food and Drug Administration ratchet up its review process for medical devices that are designated class III, or “high risk,” in order to comply with legislation that is almost two decades old.
According to the report, which was published Thursday, Congress expected the FDA to require all class III devices to undergo a stringent premarket approval process"
Given that Biophan shows no sign of intending to perform any human studies on the Myotech CSS device in spite of the millions of dollars they have raised on the pretext of doing so
(money that was subsequently diverted to private companies associated with Messrs Weiner, Lanzafame and their known associates or to a string of their toxic finance chums)
I suspect this will remain a purely academic question.
Ironically enough, the chaps who didn't think that either the Moderator of this fine Biophan MB or the iHub Administrator deleted or censored enough posts have (allegedly) decamped to the IV MB.
Why?
Because they want an "uncensored board"! LOL.
Anyway MBD has taken advantage of this new found freedom to launch several highly personal attacks on me and on the Admin of this MB (b9molecule, I suspect MBD's offer to buy you a beer was a fact a euphemism for his desire to confront you physically).
But I remain unconvinced that Biophan is a legititmate business, and I have attempted to respond to MBDs questions in a constructive and convivial manner:
http://www.investorvillage.com/smbd.asp?mb=80&mn=726&pt=msg&mid=6482131
"I do not see a disclaimer attatched to either of our Assistant Mods."
You're quite right.
I should have said "until recently an Assistant Moderator of this very MB was a paid promoter on behalf of FASC".
I gather he must have stepped down now, but the poster Investinginstockmarket, whose previous incarnation was tradingismylife, was appointed Assistant Moderator, presumably by TRCPA, who has of course assured us that he is unpaid for all the sterling work he does to promote FASC.
Here's IISM/TIML's disclaimer:
"FASC: 50,000 Restricted shares by First American Scientific Corp."
http://investorshub.advfn.com/boards/irp.aspx?userid=57528
Perhaps he feels his work here is done now?
Hope this helps! Sorry again for the temporal inaccuracy.
A word of warning from the SEC, which I feel might be particularly relevant to First American Scientific Corporation (FASC), given its past history and its acknowledged use of paid stock promoters, including one who is an assistant moderator on this very message board:
"Pump&Dump.con:
Tips for Avoiding Stock Scams
on the Internet
One of the most common Internet frauds involves the classic "pump and dump" scheme. Here's how it works: A company's web site may feature a glowing press release about its financial health or some new product or innovation. Newsletters that purport to offer unbiased recommendations may suddenly tout the company as the latest "hot" stock. Messages in chat rooms and bulletin board postings may urge you to buy the stock quickly or to sell before the price goes down. Or you may even hear the company mentioned by a radio or TV analyst.
Unwitting investors then purchase the stock in droves, creating high demand and pumping up the price. But when the fraudsters behind the scheme sell their shares at the peak and stop hyping the stock, the price plummets, and investors lose their money.
Fraudsters frequently use this ploy with small, thinly traded companies because it's easier to manipulate a stock when there's little or no information available about the company. To steer clear of potential scams, always investigate before you invest:
Consider the Source
When you see an offer on the Internet, assume it is a scam, until you can prove through your own research that it is legitimate. And remember that the people touting the stock may well be insiders of the company or paid promoters who stand to profit handsomely if you trade.
Find Out Where the Stock Trades
Many of the smallest and most thinly traded stocks cannot meet the listing requirements of the Nasdaq Stock Market or a national exchange, such as the New York Stock Exchange. Instead they trade in the "over-the-counter" market and are quoted on OTC systems, such as the OTC Bulletin Board or the Pink Sheets. Stocks that trade in the OTC market are generally among the most risky and most susceptible to manipulation.
Independently Verify Claims
It's easy for a company or its promoters to make grandiose claims about new product developments, lucrative contracts, or the company's financial health. But before you invest, make sure you've independently verified those claims.
Research the Opportunity
Always ask for — and carefully read — the prospectus or current financial statements. Check the SEC's EDGAR database to see whether the investment is registered. Some smaller companies don't have to register their securities offerings with the SEC, so always check with your state securities regulator, too.
Watch Out for High-Pressure Pitches
Beware of promoters who pressure you to buy before you have a chance to think about and fully investigate the so-called "opportunity." Don't fall for the line that you'll lose out on a "once-in-a-lifetime" chance to make big money if you don't act quickly.
Always Be Skeptical
Whenever someone you don't know offers you a hot stock tip, ask yourself: Why me? Why is this stranger giving me this tip? How might he or she benefit if I trade?
For more information on how to use the Internet to invest wisely and avoid fraud, be sure to visit our Internet and Online Trading web page. There you'll find a vast array of tips, including Internet Fraud: How to Avoid Internet Investment Scams.
http://www.sec.gov/investor/pubs/pump.htm"
Caveat emptor indeed!
"if only biophan wuld patent a sunspot remover. now that would be worth billions."
I can save you billions, then.
Simply click on my "sunspotter" ID above, and then on the screen that appears, select the "Ignore this Poster" button, and-
Jumpin Jehosaphat!-
it's as if I was never there at all.
How cool is that? Then you can see the rest of your Biophan "investment" turn to dust secure in the knowledge that you never saw anything that might have led you to re-appraise your faith in the "management" of this company.
Of course others who didn't take the same course of action would still get to see my posts.
Is that the part that really worries you? (I happen to think that's their prerogative if they so wish.)
Judging from your trigger happy censor finger the other day, I guess it is. I can see you were upset my entirely on-topic post was restored.
Happily for freedom of responsible expression, that's the beauty of the Founding Fathers' Constitution and in particular the First Amendment for you, I guess.
"those who keep harping on historical biph as though the
info they bring to the board is current and applicable
to the biophan today are just lashing the old dead horse
that does not exist anymore."
A series of questions might serve to illustrate that the contention that today's Biophan is a phoenix which has arisen pure and pristine, clean and unsullied, from the ashes of the "old" Biophan, is not necessarily a slam dunk case to make:
How long has John Lanzafame been employed by Biophan?
Who brought him into Biophan?
Who arranged for John Lanzafame to receive $100,000 in my view frankly gratuitous and unnecessary bonus payments when he started acting as Interim CEO?
Is John Lanzafame a Director of Natural Nano now?
Was John Lanzafame a Director of Natural Nano when they announced a purchase of halloysite clay from Atlas Mining?
Did that purchase turn out to be fictitious, in spite of being trumpeted in PRs from both Atlas and Natural Nano?
Is in fact the very existence of mined and processed halloysite clay that both Natural Nano and Nanolution, a division of Biophan headed at one time by, why, John Lanzafame, incorporated into their business models, fictional?
Is the competence and integrity of a Director at a public company likely related to his or her performance as CEO of another public company?
I could go on, but I doubt it's necessary.
These, by the way, are intended to be rhetorical questions, but if anyone doesn't know the answers, I can certainly supply them.
"since the biophan of old does not exist anymore, all
inference to contrary is inaccurate and irrelevant;"
Doubt it; as George Santayana said:
"Those who cannot learn from history are doomed to repeat it."
Trouble ahead?
From an SEC filing yesterday:
"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of January 7, 2009, Mr. Klaus Siebert resigned as a member of the Board of Directors of NaturalNano, Inc., a Nevada corporation (the “Company”) for personal reasons.
The Company provided Mr. Siebert with a copy of this current report on Form 8-K and requested that he provide the Company with a letter stating whether he agrees with the statements made herein with respect to his resignation and, if not, in what respects he disagrees."
And:
"Klaus Siebert & Company, P.C.
Certified Public Accountants
January 7, 2009
To the Board of NaturalNano, Inc.:
I hereby resign from the Board of Directors of NaturalNano, Inc., effective immediately for personal reasons.
/s/Klaus E.T. Siebert"
In my not inconsiderable experience of these things, it's not necessarily good news when a CPA on the Board of Directors resigns, particularly when his resignation note is so terse.