Chicago Craigslist ad for drivers:

http://chicago.craigslist.org/nch/trp/5351025000.html

Pro Star Freight Systems INC has open positions for CDL Class "A" Drivers.

We are a big company over 100+ trucks, and are now hiring drivers over the road. We have professional dispatch and we are looking forward working with you!
Our mission is to make drivers happy and satisfied.

We need at least 6 months of experience OTR! Everything more than 6 months is a plus. TEAM DRIVERS ARE WELCOME !

We treat our drivers with respect, not just a number!!!
*Clean MVR and PSP,
*NO convictions
*Willing to be at least 2 weeks minimum on the road
*Drive OTR and get plenty of miles
*Bonuses for every clean inspection
*Steady pay (loaded or empty) $0.40- $0-50 miles per mile depends on your experience
*Opportunity to get a raise
*Drive good condition truck and trailer
: We have 2013 , 2014 & 2015 NEW 53V Plate Food Grade Trailers, we DON'T haul garbage loads, loose product and recycled product and we will NOT haul loads over 45000K we DONT block and brace***

• -TEAMS AVAILABLE
• -GPS TRACKING
• -CLEAN FOOD GRADE TRAILERS

Searched Pro Star Freight systems on Linkedin:

https://www.linkedin.com/in/cristina-cristal-a78b6937

Yes, I believe that's correct. I was only mentioning the potential low debt of Pro Star to preview what their financials may look like.

Nice find. If the trucks are leased I don't know if the HydroPlant can be installed unless there's a provision to do so in the lease agreement. They do own 5 trucks that they can install it on though.

On the other hand, if vehicles are leased, then the company debt on the balance sheet may be low. Depends on the type of lease--capital lease vs. operating lease. An operating lease is not considered debt.

http://smallbusiness.chron.com/lease-payments-considered-liabilities-balance-sheet-30985.html

Well I certainly hope we see the financials ASAP. Like before the end of the year.
Time is of the essence. We shareholders don't know exactly what we bought yet. In the end, I think we'll all be happy but it's surely been a bumpy ride.

Hopefully, they can be reinstated to OTCQB without paying again if/when they get back to $.01 ?

I don't think there's any other reason they are on the Pink sheets.

I think they may have rushed to get the deal done during the grace period hoping the market would get them back to $.01 on the news of the merger.

I think that's why we're seeing a website using a restaurant sub domain URL. Somebody who owns that restaurant is connected to Pro Star somehow & offered a quick-fix URL. To me, that was put together in a hurry.

Just my opinion

The grace period for not meeting the minimum bid of $.01 per share has expired. I believe that's why they are on the OTC Pink now.

Thanks for posting his response.

Just to be conservative let's assume the following:

*The share count goes to maximum of 600,000,000 by deal closing date
*Pro Star revenues for 2015 were flat with 2014 at $27 million
*Price to Sales ratio is 1/2 the industry average of 1.0 for Trucking Co's at .5

That brings us a valuation of $.0225 per share. A SEVEN bagger from here.

(27M*.5/600M)
(13.5M market cap / 600M shares= .0225 per share)

Of course, the audited financials will determine the proper price, but
the investment makes sense based on what we know & what is reasonable to assume...

Pro Star is hiring drivers.

http://orlando.craigslist.org/trp/5323420210.html

Roger Slotkin is being compensated in the terms of the deal:

http://www.sec.gov/Archives/edgar/data/1496741/000151597115000399/exhibit101.htm

Slotkin Consulting Agreement. Roger M. Slotkin will have entered into a consulting agreement with Buyer, in form and substance reasonably satisfactory to Mr. Slotkin, which shall provide for, among other things, for the payment of a consulting fee in the aggregate amount of $135,000, payable in equal biweekly installments over a term of seven and one-half months following the Closing; provided, that if the consulting agreement is terminated prior to Mr. Slotkin receiving the full $135,000, such balance shall be due and payable immediately upon termination of the agreement.


Series A Preferred Stock – Class 1. Roger Slotkin will have received a fully executed stock certificate representing 1,000,000 shares of preferred stock of the Series A Preferred Stock – Class 1 entitling him to acquire 4% of the fully diluted common stock of Buyer on the sixth month anniversary of the Closing and copy of the filed Certificate of Designations for the Series A Preferred Stock, Class 1 and Class 2.

The company is being valued at approx $27 million in the terms of the deal. Which is 1X revenues--the average for the Trucking Industry. At a market cap of $27 mill with all 600 mill authorized shares outstanding, the share price would be $.045. That would be my target--near term.

"2.2
Purchase Price. The Purchase Price shall be an amount equal to $27,000,000 (equal to the approximate gross revenue for the fiscal year ended December 31, 2014) (the “Purchase Price”)."

Here's how I see it:

It looks like the $2.5 mill note and the Preferred Shares issued will convert to common shares 6 months after the deal closes. Combined they will convert to 84.9% of the issued and outstanding shares at that time--not authorized shares--. Not sure if Aviator has the right to convert the $2.5 mill note or if Pro Star does. But somebody will.

Once the market gets a look at the financials of Pro Star and properly values HPTG, then we should all see why Pro Star did this deal. If there are no bad surprises in the financials, HPTG should trade at approximately 1X sales (the industry norm). That's a $27 mill market cap. And it's a fair price for Pro Star to sell at. Pro Star would own either 80% or 84.9% of the outstanding shares.(depending on who gets to convert the $2.5 mill note--Aviator or Pro Star)

This is all in my opinion. Would welcome anyone's comments.

From 8k:
(c)
Promissory Note. Buyer will deliver one or more senior secured promissory notes to Seller in the aggregate principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000), each substantially in the form attached as Exhibit A hereto (the “Promissory Notes”). The Promissory Notes, in the aggregate, will be convertible into 4.9% of the issued and outstanding capital stock of Buyer on a fully-diluted basis, will be convertible into shares of Common Stock beginning on the six month anniversary of the date of its issuance, and will be a senior secured obligation of the Buyer.

(d)
Equity. Buyer will issue a unit of its Series A Convertible Preferred Stock of Buyer (“Preferred Stock”). The unit of Preferred Stock (“Unit One”) will be issued to the Seller, and be convertible into 80% of the issued and outstanding common stock of Buyer on a fully-diluted basis, and will be convertible into shares of common stock, par value $0.0001 per share, of the Buyer (the “Common Stock”), beginning on the six month anniversary of the date of its issuance. In addition, Seller shall receive a goldenshare warrant (“Goldenshare”), which will be exercisable for that number of shares of Common Stock required to insure that Unit One and the Promissory Notes shall always be convertible into an aggregate of 84.9% of the then fully-diluted issued and outstanding capital stock of Buyer. Unit One and the Goldenshare shall bear such restrictive legends as are required under applicable Law.

This is a good question.

Sounds like they can convert the preferred shares they receive into 80% of the issued common stock shares of HTPG. Additionally they have the right to convert the $2.5 million note into 4.9% of HPTG common stock. Combined, you get a potential 84.9% ownership of HTPG.

Not sure I'm interpreting correctly.

From the 8-k:

"d)
Equity. Buyer will issue a unit of its Series A Convertible Preferred Stock of Buyer (“Preferred Stock”). The unit of Preferred Stock (“Unit One”) will be issued to the Seller, and be convertible into 80% of the issued and outstanding common stock of Buyer on a fully-diluted basis, and will be convertible into shares of common stock, par value $0.0001 per share, of the Buyer (the “Common Stock”), beginning on the six month anniversary of the date of its issuance. In addition, Seller shall receive a goldenshare warrant (“Goldenshare”), which will be exercisable for that number of shares of Common Stock required to insure that Unit One and the Promissory Notes shall always be convertible into an aggregate of 84.9% of the then fully-diluted issued and outstanding capital stock of Buyer. Unit One and the Goldenshare shall bear such restrictive legends as are required under applicable Law."

"The purchase price for Pro Star consists of (i) up to an aggregate of $1,512,500 in cash, payable in installments as set forth in the Purchase Agreement ("Closing Cash"), (ii) a promissory note in the principal amount of $2,500,000, which is convertible into 4.9% of the issued and outstanding capital stock of the Company on a fully-diluted basis."

If the $2.5 million note is converted into 4.9% of the company's stock, doesn't that imply a total market value of $51 million? 2,500,000/.049= $51,020,408

Currently, the approximate market value is $1.5 million (366,000,000 x $.0041)

Yes, that's right. And we know they have been adding to their fleet the past two years and should continue to do so.

Now, it seems more understandable why Pro Star do a merger deal for less $$$ with HydroPhi.

Pro Star may have lower insurance costs because they only do dry hauling. No toxic chemicals, trash, refrigerated loads etc.

Now with the HydroPlant they will have more low overhead advantages that no other trucking firm has in the world. (i.e. lower fuel costs, lower maintenance, improved emissions, longer engine life)

As these competitive advantages pile up, the business should continue to grow (as well as profits).

IMO, without the deal with HydroPhi, they're just another trucking company.

Eventually, jealous competitors may want to keep up and that means they purchase the HydroPlant..

From their website:
"Pro Star Freight Systems, Inc. based in Bensenville, Illinois provides nationwide transportation services to various, manufacturers, industrial and retail customers. We utilize 53’ V clean Food Grade Trailers, we don’t haul garbage loads, loose products and recycled product and we will not haul loads over 45000lbs. We have teams available, we have expedited overnight delivery, safe and reliable transportation. The company was founded in 2012 and is headquartered in Bensenville, Illinois. In 2014 we covered 10 million miles, operating with 180 trucks and 165 trailers with the continuous goal of growing in the future. The fleet consists of owner operators as well as company based assets."

Exactly, the $27.3 million was 2014. Pro Star is in a high growth phase.

They started with 1 truck in 2012.

In 2013 they had 45 trucks & drove 3,249,000 miles
http://www.movers.com/freight-forwarders/pro-star-freight-systems-inc.html

In 2014 they had 200 trucks & drove 9,500,000 miles $27.3 mill revenues.

From this trend, it seems likely that 2015 will show continued growth.

Can't wait to see the audited financials which should (hopefully) include 2015 YTD numbers.

Article commenting on HPTG recent news

http://www.hotstocked.com/article/92126/hydrophi-technologies-group-inc-otcmkts-hptg-is.html

The HydroPlant should help increase the trucking company profits with the fuel savings it will render.

Also this deal has very good timing since the environment will be in the news soon with the 2015 United Nations Climate Change Conference held in Paris from November 30 to December 11.

True, that estimate of $.075 gives zero value to the HydroPlant which, of course, has value.

NYU Stern School of Business posted a list of ave. price to sales ratios for different industries. (Dated Jan 2015)

The average TRUCKING company (30 were included in the study) ratio came in at 1.01X sales.

Sales est. for 2014= $27,300,000 X 1.01 = 27,573,000 / 366,000,000 shares= $.075 per share.

Check my math.

http://pages.stern.nyu.edu/~adamodar/New_Home_Page/datafile/psdata.html

I only translated the written text not the financial tables:

1.2. Authorities Issuer
Management
The Board HydroPhi Technologies Europe SA on the date hereof
They include:
? Edward Bowl - CEO
? Roger M. Slotkin - Member of the Board
On 7 August 2015. To the headquarters of the Company received the resignation of former President
Management Board Mr. Wojciech Grzegorczyk from his membership on the Board of the Issuer at the end
7 August 2015.
On 7 August 2015. The Supervisory Board, acting pursuant to art. 368 § 4 of the Code
Commercial Companies and § 11 para. 2 of the Articles of the Company passed a resolution pursuant to which appointed
ranging from 8 August 2015. Composition of the Board of the Issuer and Mr. Edward Bowl
He appointed him President of the Management Board.
board of directors
The Supervisory Board HydroPhi Technologies Europe SA the date of this
the report includes:
? Mieczyslaw Wójciak - Chairman of the Supervisory Board
? Gregory Wójciak - Vice-Chairman of the Supervisory Board
? Felicia Wójciak - Member of the Supervisory Board
? Reid Meyer - Member of the Supervisory Board
? David Waldman - Member of the Supervisory Board
In the period covered by this report and the date of its preparation has been no change
the Supervisory Board of the Company.
1.3 Shareholder Structure
The following table shows the shareholding structure with a detailed list of shareholders
holding at least 5% of votes at the General Meeting of Shareholders (pursuant to
notices of shareholders of Art. 69 of the Act on Public Offering).
Table 1 - The shareholding structure of the Issuer (as at 11.16.2015 r.)
Shareholder Number
Action
Number
Votes
Participation in
capital
capital
Participation in
the total number of
Votes
Quark Ventures, LLC (d.
WDM Capital USA,
LLC) 1)
20 550 000 20 550 000 39.85% 39.85%
EQUIMAXX, LLC 11 390 809 11 390 809 22.09% 22.09%
The remaining 10 880 891 10 880 891 21.10% 21.10%
HydroPhi Technologies
Group, Inc. 8 750 000 8 750 000 16.97% 16.97%
Total 51 571 700 51 571 700 100.00% 100.00%
1) indirectly through a subsidiary Astoria Capital SA
1.4 Information on the number of people employed by the Issuer,
FTE
The Issuer does not employ workers under contracts of employment.
1.5 Subject of activity
HydroPhi Technologies Europe SA through its 100% subsidiary HydroPhi Technologies
Europe Sp. zoo. It is engaged in the commercialization of technology HydroPlant on
in Europe.
HydroPlant technology developed by HydroPhi Technologies Group, Inc. uses
integrated electrolysis involving the separation of hydrogen and oxygen from water and then
bringing the mixture to the engine air intake powered carbon fuels such
as diesel, unleaded gasoline and natural gas. HydroPlant ™ system allows you to
reducing fuel consumption, operating costs and emissions both engines used in
vehicles and stationary engines, and generators. The technology has been HydroPlant
been tested, which showed a reduction in operational costs
vehicle maintenance by increasing the fuel efficiency to over 20%, while
reduce greenhouse gas emissions by 70%. By using the integrated
electrolysis system for automatically separating hydrogen and oxygen from water, Technology
HydroPlant eliminates the need to provide containers for the storage of hydrogen at
high pressure or the use of hazardous chemicals. The key
recipients technology sector is trucks, heavy equipment, industry
marine, agriculture and mining.
Subsidiary of the Issuer HydroPhi Technologies Europe Sp. zoo. It is the sole
distributor and licensee HydroPlant technology in Europe.
2. QUARTERLY CONDENSED STATEMENT
FINANCIAL
2.1. Information about the principles adopted in the preparation of the report, including
Information on changes in accounting principles (policy)
The key accounting policies applied in the preparation of financial data
presented in this report:
1. Financial data have been prepared in accordance with accounting principles in accordance with
Accounting Act dated 29 September 1994, as amended.
2. Adopted accounting policies are described in detail in the report
Annual Company for the year 2014 published report No. 12/2015 of the EIB
on 11 May 2015. used by the Company's accounting policies have not changed.
3. All financial data in this report are fully comparable with
Data for the corresponding period last year.
2.2 Balance sheet of the issuer (in PLN)
ASSETS 09.30.2015 r. 30

Higher Price Thank God!

Someone's thoughts on on yesterday's Form D--not a lot of info-- but worth reading.

"On average, firms in the Other Energy sector, sell 65.00% of the total offering amount. Hydrophi Technologies Group sold 100.00% of the offering. Could this mean that the trust in Hydrophi Technologies Group is high?"

"The Form D signed by Roger M Slotkin might help Hydrophi Technologies Group, Inc.’s sector. First, it helps potential customers feel more safe to deal with a firm that is well financed. The odds are higher that it will stay in the business. Second, this could attract other investors such as venture-capital firms, funds and angels. Third, positive PR effects could even bring leasing firms and venture lenders."

Read more: http://www.octafinance.com/hydrophi-technologies-group-950442-fundraising-roger-m-slotkin-filed-oct-26-form-d/239431/#ixzz3ploWwwg8

HydroPhi Technologies Europe S: The increase in the Company's share capital through the issue of series E shares and amendments to the Statute (EIB)
29/09/2015 13:42
The Management Board HydroPhi Technologies Europe SA (hereinafter: the "Company", "Issuer") announces that today it was notified that on 25 September 2015. District Court for Wroclaw-Fabryczna in Wroclaw, VI Commercial Department of National Court Register Registration share capital increase through the issuance of 8,890,809 shares of ordinary bearer series E shares and amendments to the Articles of Association of the Company. Accordingly, the Issuer's share capital currently amounts to 5,157,170.00 zl (5,157,170 PLN) and divided into 51,571,700 (51,571,700) shares with a nominal value of 0.10 zl (ten cents) each, including: a) 1,000,000 (one million) ordinary bearer shares series A; b ) 571,700 (five hundred seventy-one thousand seven hundred) ordinary bearer series B; c) 40,000,000 (forty million) ordinary bearer shares of series C, d) 1,109,191 (1,109,191) ordinary shares series D bearer, e) 8,890,809 (8,890,809) ordinary bearer series E Issuer informs that after the registration of the share capital, the total number of votes attached to all issued shares of the Company amounts to 51,571,700 votes. In connection with the registration of the share capital increase through the issuance of series E shares, also changed the existing content of § 8. 1 Articles of Association, the current wording (before the change): 1. The share capital of the Company amounts to 4,268,089.10 zl (4,268,089 zlotys ten cents). The share capital is divided into: a) 1,000,000 (say: one million) ordinary bearer shares with a nominal value of 0.10 zl (ten cents) each, b) 571,700 (say: five hundred seventy-one thousand seven hundred) ordinary bearer series B shares with a nominal value of 0.10 zl (ten cents) each, c) 40,000,000 (forty million) ordinary series C bearer shares with a nominal value of 0.10 zl (ten cents ) each. d) 1,109,191 (say: 1,109,191) ordinary series D bearer shares with a nominal value of 0.10 zl (ten cents) each. Current wording § 8. 1 Articles of Association of the Company (after the change): 1. The share capital of the Company amounts to 5,157,170.00 zl (5,157,170 PLN). The share capital is divided into: a) 1,000,000 (say: one million) ordinary bearer shares with a nominal value of 0.10 zl (ten cents) each, b) 571,700 (say: five hundred seventy-one thousand seven hundred) ordinary bearer series B shares with a nominal value of 0.10 zl (ten cents) each, c) 40,000,000 (forty million) ordinary series C bearer shares with a nominal value of 0.10 zl (ten cents ) each. d) 1,109,191 (say: 1,109,191) ordinary series D bearer shares with a nominal value of 0.10 zl (ten cents) each, e) 8,890,809 (say: eight million eight hundred ninety thousand eight hundred and nine) ordinary bearer series E shares with a nominal value of 0.10 zl (ten cents) each. In addition, registered has been a change in the text of the Articles of Association of the Issuer, for the addition of § 8A to the text of the Articles of Association of the Company as follows : § 8A. 1. The Management Board is authorized to make one or more increases in the share capital of the Company, including an amount not greater than 3,867,000.00 zl (3,867,000 PLN). The authorization referred to in the previous sentence is granted for a period of three years from the date of registration of the amendments to the Statutes of the Company made ??on the basis of the resolution of the Extraordinary General Meeting of Shareholders No. 4 of 23 February 2015. 2. On the basis of the authorization referred to in paragraph. 1 Board of Directors may issue shares for cash and in kind. 3. Resolution of the Board on the issue price of shares or issuing shares in exchange for contributions in kind made ??on the basis of the authorization referred to in paragraph. 1 does not require the consent of the Supervisory Board. 4. Making increase the share capital within the authorized capital, the Management Board has the right to deprive shareholders of the right for the new shares, provided that the Management Board may deprive shareholders' pre-emptive rights with the consent of the Supervisory Board. 5. The Management Board also decides on all other matters related to the share capital increase of the Company within the authorized capital under this authorization within the limits of applicable law. 6. In particular, the Board is authorized to adopt resolutions and other activities in order to conduct private placement or public shares issued under the authorized capital, dematerialisation of the shares and concluding agreements with the National Depository for Securities for registration of such shares or rights to shares, as well as adopt resolutions and all factual and legal actions necessary to introduce the shares issued within the authorized share capital to trading on NewConnect alternative trading system. Issuer's Management Board encloses the unified text of the Articles of Association of the Company taking into account the changes indicated above. Legal basis: § 3. 2 points. 5 of Schedule 3 to the Alternative Trading System "Current and Periodical Information in the alternative trading system on the NewConnect market". § 4. 2 points. 2 of Schedule 3 to the Alternative Trading System "Current and Periodical Information in the alternative trading system on the NewConnect market".

http://inwestycje.pl/gielda/komunikaty/item/85500
HYDROPHI TECHNOLOGIES EUROPE is currently up 13%

BRIEF-Hydrophi Technologies Europe SA Q2 net loss narrows to PLN 111,078
Aug 14 Hydrophi Technologies Europe SA :

* Q2 revenue 0 zlotys versus 105,561 zlotys ($28,130.10) year on year

* Q2 net loss of 111,078 zlotys versus loss of 197,771 zlotys year on year

Source text for Eikon: Further company coverage: ($1 = 3.7526 zlotys) (Gdynia Newsroom)

http://www.reuters.com/article/2015/08/14/idUSFWN10P03P20150814

Hopefully we see the 10-Q today

New Chairman of the Board for Hydrophi Europe.

BRIEF-Hydrophi Technologies Europe appoints new chairman of management
Aug 7 Hydrophi Technologies Europe SA :

* Wojciech Grzegorczyk resigns as company's chairman of management board as of Aug. 7

* Edward Misek appointed company's new chairman of management board as of Aug. 8 Source text for Eikon: Further company coverage: (Gdynia Newsroom)

http://www.reuters.com/article/2015/08/07/idUSFWN10I00720150807

Thanks for doing this.

Not sure-- but to me it looks like 1 million new series D shares where the Poland government regulates who is allowed to trade these shares and maybe sets price limits.

Couldn't find much when I tried researching series D shares on the Warsaw Stock Exchange.

HydroPhi Technologies Europe S: Introduction of series D shares to trading on the NC (EIB)
05/08/2015 10:40
The Board HydroPhi Technologies Europe SA (Company) informs that on 4 August 2015 in pursuant to Resolution No. 791/2015 of the Management Board of the Stock Exchange in Warsaw (WSE) introduced to the alternative trading system on the NewConnect market 1,109,191 shares are ordinary bearer series D shares, with a nominal value of 0.10 zl each. The Management Board also announces that tomorrow will submit an application to the Stock Exchange for the appointment of the first day of trading in shares of series D shares as at 18 August 2015. Legal basis: § 3. 1 of Appendix 3 to the Alternative Trading System ,, current and periodic information submitted in the alternative trading system on the NewConnect market ".

http://inwestycje.pl/gielda/komunikaty/item/83663

I agree. The company needs to keep their investors informed on any previously announced deals. I'm not sure if an update on any status changes of the Mexico City purchase order is a material event that must "legally" be reported on form 8-K, but it certainly is material to us shareholders. Especially to those of us that used that January press release as our catalyst to buy the stock. That Purchase order was the most important event in the history of this company. I have to believe that the purchase order is still in play because if it is not, wouldn't the company have come clean with an update to the contrary?

I guess I can accept that red tape is holding up the Mexico City deal. But what about the rest of the world? Specifically, the $20 million in conditional purchase orders the company mentions on slide #23 in their Presentation on their website. It's been 20 months since that presentation was created. An still nothing?

Once they get an order confirmed and paid for I believe--others will follow. But they have to get some orders & need to do whatever it takes to get them now. (i.e. cut the price, extend the warranty, whatever)

Slide #17 mentions Spain as the first target in Europe & $220mm immediate EU target. Why not go after this while waiting for Mexico City?

"The first phase of the EU strategy is immediate market implementation focused in Spain. HydroPhi
Europe’s partners have relationships with freight forwarders, transport companies and manufacturers
throughout Europe.
$220mm immediate EU target"

I wonder why HydroPhi Europe has maintained a relatively steady stock price since early March (when I bought into HPTG) while HPTG has dropped ~80-90%?

I'm not expecting to see 100% correlation since we are only a minority owner in HTE, but shouldn't there be a closer correlation in price than this?

How can GNPG, a competitor, have a market cap of $3 million while HPTG's is around $500,000? 6X our market cap when the SEC is after GNPG?

http://www.sec.gov/litigation/litreleases/2015/lr23274.htm

http://www.hydrocarbononline.com/doc/green-planet-demand-hydrogen-generator-road-0001



U.S. SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 23274 / June 2, 2015

Securities and Exchange Commission v. Edmond L. Lonergan and Green Planet Group, Inc., Civil Action No. 0:15-cv-61148-KMW (U.S. District Court for the Southern District of Florida)

The Securities and Exchange Commission announced that on June 1, 2015 it filed a civil injunctive action charging Green Planet Group, Inc., a microcap company based in Scottsdale, Arizona and Edmond L. Lonergan of Scottsdale, Arizona, the company's CEO and president, for orchestrating a market manipulation scheme involving the company's stock.

According to the SEC's complaint filed in the United States District Court for the Southern District of Florida, Green Planet Group and Lonergan engaged in market manipulation fraud in which they made an inducement payment to a stock promoter who would purchase shares of Green Planet Group in the open market ahead of planned press releases to help them manipulate the stock. The SEC alleges that the scheme was designed to generate the appearance of market activity in the company's stock to induce investors to purchase the stock and artificially increase the trading price and volume.

The SEC's complaint alleges that the defendants violated Section 10(b) of the Securities Exchange Act of 1934 and Rules 10b-5(a) and 10b-5(c). The SEC is seeking permanent injunctions and civil money penalties against both defendants, as well as penny stock and officer-and-director bar against Lonergan.

Crazy manipulation for sure. It goes from being up nearly 100% to virtually unchanged in the last half hour of trading.

Their current Market cap is around $400,000-- which is:

* less than a nice home in Atlanta
* less than the 3 executives combined annual salary ($527,000)
* less than the $650,000 value they place on their "Hydrogen On Demand Intellectual Property"

I cannot imagine that it's so difficult to sell the HydroPlant. But apparently it is; because they've had some time to sell these.. Now the market is valuing the entire company on the value of their patent alone...

Effective date 3/31/15 is the date of HPTG's fiscal year end in the 10-k.
The Post date is today-- the date the filing was released.

I hope we are all kicking ourselves for not buying more here.
They have until Tuesday to be on time for their 10-k filing right?
That filing should contain enough information for us to decide if we still
have the 'diamond in the rough' that we all believed in when we came on board. I'm specifically hoping for positive news on the Mexico City P.O. & other positive steps forward.

Thank you. There is a grace period of 180 days for not meeting the minimum bid of $.01 in 30 trading days.

2.3 Standards for Continued Eligibility
To remain eligible for trading on the OTCQB marketplace, the Company must:
1) Maintain compliance with the Company’s Ongoing Disclosure Obligations under Section 2.2
of these OTCQB Standards;
2) Have proprietary priced quotations published by a Market Maker in OTC Link with a
minimum closing bid price of $0.01 per share on at least one of the prior thirty consecutive
calendar days. In the event that the minimum closing bid price for the Company’s common
OTC Markets Group Inc.
OTCQB Eligibility Standards (v 1.3 August 25, 2014) Page 7 of 11
stock falls below $0.01 per share, a grace period of 180 calendar days to regain compliance
shall begin, during which the minimum closing bid price for the Company’s common stock
must be $0.01 or greater for ten consecutive trading days; and
3) Maintain an SEC registered Transfer Agent at all times, and upon the Company’s
appointment of a new Transfer Agent, the Company shall notify OTC Markets Group of the
name and current address of such Transfer Agent. The Company shall authorize the
Transfer Agent to provide to OTC Markets Group information related to the Company’s
securities, including but not limited to, shares authorized, shares issued and outstanding,
and share issuance history upon OTC Markets Group’s request.

https://www.otcquote.com/content/doc/otcqb/standards.pdf

"Sit and suffer" is right. I have a question, will the company lose their listing on the OTCQB? They haven't had a closing bid (let alone closing price) of $.01 for more than 30 days.

Bid Test: All current OTCQB companies that
are in bankruptcy or do not meet the minimum
bid test (minimum bid price of $0.01 per share
as of the close of business for at least one of
the previous thirty consecutive calendar days)
will be removed from OTCQB beginning May 1

http://www.otcmarkets.com/content/doc/otcqb-fact-sheet.pdf

HydroPhi Technologies Europe S: Failure subsidiary of funding under the LIFE Programme (EIB)
06/23/2015 13:26
The Management Board HydroPhi Technologies Europe SA (the Company, the Issuer) announces that a subsidiary of the Issuer HydroPhi Technologies Europe Sp. z oo received the European Commission's decision not to grant funding for the project Fri. The demonstration of innovative technologies for the use of hydrogen to reduce engine emissions vehicles (Demonstration of the innovative technology using hydrogen for the emission reduction from engines of Heavy Duty Vehicles) in the framework of the LIFE Programme. The project involved the implementation of technology implementation HydroPlant test on a selected group of trucks or buses. The amount of grant requested from the LIFE Programme amounted to EUR 577 813, which was to be approx. 60% of eligible costs of the project. The Management Board announces that, in spite of not receiving the planned financing subsidiary HydroPhi Technologies Europe Sp. z oo will continue to pursue its development strategy in the field of technology commercialization HydroPlant on the European market. The adopted development strategy implied the possibility of not receiving the above. funding, and therefore planned to test the implementation of technology HydroPlant will be financed from own funds of the Capital Group of the Issuer. Legal basis: § 3. 1 of Exhibit 3 to the Alternative Trading System - "Current and Periodical Information in the Alternative Trading System on the NewConnect market"

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http://inwestycje.pl/gielda/komunikaty/item/81765