Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Wild, irrelevant accusations and speculation unsupported by the ESCU audit and S1 filing.
Immaterial based on current activities and ESCU's 8 years of research to make the filing.
This is a brand new time and situation. The latest S1 filing looks very good!
Let's keep our fingers crossed that this one is the charm to get SEC approval.
Then things are going to move very quickly!
Again, immaterial. Life has moved on.
Outdated and irrelevant given the current situation.
Looks like ESCU is placing itself in the perfect position to move forward. They have been forthright with the SEC in their S1 filings.
This will pay off for them soon with a SEC approval of the S1 and subsequent funding.
Reminder, the restricted stock Kimmons received in 2014 for the $728K accrued compensation was returned to the company in April, 2015. The net for Kimmons is zero.
Kimmons is gone and is not a factor in the new endeavor.
This is the debt ESCU has been showing on its audited financials from day one. Nothing new here.
He has not been involved with FZRO for quite a while.
Yes. From the looks of it this should bring them approval from the SEC.
That's going to trigger a number of positive events!
Right.
You may never see the details of the valuation. That will be up to ESCU and the SEC.
If the SEC asks them to post it as an exhibit on their S1 it will be available.
Irrespective it will have been fully vetted by the SEC. If there's anything the SEC does not like about the valuation (and the procedure that was used to determine it) ESCU will be told to remove the asset from its balance sheet.
Since ESCU is now in its third round of S1 filings and the SEC has not told them to remove it I would assume that it has passed their review.
We shall see.
I never said ESCU was just like Apple. What I said was that the SEC measures all public companies according to the same rigorous standards.
That includes placing them through a thorough review process for S1's including their valuation.
I'm not sure if you've ever seen a SEC review letter for the S1. It's extremely detailed and comprehensive, covering all aspects of the company, in particular, its financials and how they were derived. There's no stone left unturned.
That's why the S1 is considered to be the gold standard for SEC approval. It's the ultimate in transparency.
I'm not certain why you think this is relevant. It's simply a disclaimer (worded in legalese) saying they do not endorse a specific stock.
That's just nuts. The SEC examines all aspects of the company before it approves an S1, including the way a company values itself.
The SEC is more rigorous today in its evaluation and review procedure than ever before. According to one Edgarizer, the average number of filings a company must make to secure approval for an S1 has increased to 3 to 5 filings (ESCU will soon make it's 3rd). The Edgarizer has one client that is making its 17th filing, still seeking to secure approval of it's S1. It's very tough getting an S1 approved.
Bottom line: the SEC is VERY interested in valuations, especially as they relate to former shell companies. You can bet they're scrutinizing every aspect of the Kerry appraisal.
That's untrue. All public companies must comply with the same rules and regulations.
The SEC measures the micro-caps with the same measuring stick that it uses on APPLE.
ESCU is being transparent by filing the S1 (and disclosing required information), the same form the big guys file. The SEC is asking ESCU the same questions it asks the large firms.
So I guess using that logic that APPLE and GOOGLE are not legit. What do you think their response would be if you made the same demand on them? I guarantee they do not publish 1% of their key transactions. So they are crooks?
Regarding ESCU, the complete appraisal has been submitted to the SEC. The SEC is reviewing it now.
The valuation process is described in the S1. A multi-factoral approach was taken by Kerry, and it is described in reasonable detail.
You can bet that the SEC will not put its stamp of approval on the S1 until they are comfortable that the appraisal was done by the book.
I do not understand the logic of that statement.
ESCU has provided the appraisal to the auditor and to the SEC. Presumably when the SEC approves the S1 it can be assumed there was no problem.
There is nothing requiring them to make the appraisal available to the public.
So I guess the logic here is that if they do not publish it they are dishonest? That they have not been transparent?
Really?
Most people would accept the SEC's vetting as sufficient.
ESCU has proven itself to be honest and above board. No evidence has been presented to prove otherwise.
Everything beginning in 2007 has been included in the current audit and S1 financials.
It was necessary to go back that far in order for the audit to be performed correctly.
The auditor has to stub from the previous audit and financials, which were done in 2008.
So 2011 transactions are included.
All that's shown in the last couple of years is that an issuance was made to KFP back in 2014.
There are no filings made by ESCU after April of 2015 saying what Kimmons' holdings might be. That's because he did not hold 5% or more of the shares.
In fact, he and KFP returned all of the shares in April of 2015.
Absolutely nothing here makes sense.
They haven't taken a tax credit. ESCU has a LOC they can use when they need it.
Really? Be specific. Give us facts to support your accusations.
Who exactly did Kimmons take money from? Exactly what stock did he sell that he benefited from personally? How many shares? For how much? When?
Are there any people stepping up and claiming damages? Who? How much? Are there investigations? By whom? Are there lawsuits? By whom?
Are there stories of largess? Who is telling them?
Let's start with just one fact and go from there.
Well, you may not be impressed. But I understand they have been successful gaining initial market interest.
These are all senior guys who have done quite well before coming to ESCU. I doubt they're suffering from delusion when it comes to knowing exactly what they've got to offer.
Don't confuse the narrative of a few pro-ESCU posters with the company itself. The company has made absolutely NO attempt to convince anyone of anything.
From what I can see they have nothing to apologize about. They're spending their own money to fix the things that need fixing. And they're setting the stage for bigger and better things.
They are totally transparent and welcome everyone's calls. What's to complain about?
OH? How so? They have not made any announcements, issued any PRs, or done any promotion. They have not asked for a penny from anyone. They've held the share price steady while they do their housekeeping to get the business up and running.
How exactly are they playing a "shell" game?
Are there any reputable entities that have expressed this alleged "concern"for ESCU's patents, their valuation, and business model?
Securities analysts?
The SEC?
Knowledgeable industry experts?
Who exactly is saying there is a problem?
And what might that "truth" be that they are "burying in legaleze"?
Not if you want to have an asset shown on the AUDITED balance sheet of a public company.
Absolutely untrue. The I have explained the appraisal procedure before. The appraiser performed a professional appraisal, which means the appraisal was made independent from the transaction that ultimately occurred. The appraiser did not simply "go with the sale price."
Come on now!
Wrong. The auditor does ask questions about the valuation before it agrees to placing an asset on the balance sheet. First, is the valuation expert ACCREDITED. Auditors will only accept valuations performed by accredited valuation experts.
Second, did the valuation expert follow the generally accepted standards for making the appraisal? Valuation experts go to great lengths to describe the procedure they use for making the appraisal. That's because they know the auditor and regulatory agencies are going to be asking the appropriate questions. Remember, appraisers are only as good as their last appraisal. They can lose their license.
Regarding Kimmons, wrong again. He was exonerated by the audit and by federal filings. There was absolutely no theft of shareholder holdings. That's a fact.
OK, so let's go with your proposition. If that's what the appraisal says, how did the valuation make it onto the ESCU balance sheet?
No auditor would stand behind it. They would never sign off.
Also, the SEC has not questioned the integrity of the valuation. If the valuation says what you are accusing it of saying there would certainly be questions.
So where exactly does this line of thinking take us?
Answer: nowhere
Huh/?? You take a tax credit to offset revenue. The revenue ESCU makes between now and 2031 can be offset by its $3M loss carry forward.
I already answered this. Try rereading your quote. It says that the tax credits of the LOC expire by 2031, not that the company intends to wait until then to take advantage of them.
So, if your logic is correct, the auditor and the SEC are being duped by ESCU and its auditor, who has certified the validity of the $40m asset valuation.
Is that your contention? If so, please present your evidence.
Again, Kimmons' holdings were less than 5% when he had his stock late in 2013, in 2014, and prior to April of 2015. He surrendered his shares in April, 2015.
So other than the initial issuance of 1.4B shares in 2013, which was issued when Kimmons was an officer and an affiliate, nothing is required to be reported.
All you are seeing in the SEC filing is the holdings of Kimmons Family Partnership back in 2013 and 2014 prior to the new team coming on board.
His surrender of his shares is not reportable.
To do the current audit everything had to be reviewed back to the 2008 audit. The auditor had to stub back to a proven baseline and go forward from there.
So every single transaction from 2007 forward (everything included in the 2008 audit) had to be covered.
That's basic accounting. So to say 2011 was not audited is misleading. It had to be included in the current audit in order for the auditor to sign off.
What kind of logic is that? Makes no sense.
Both assumptions are invalid. Kimmons was did not hold 5% or more of the ESCU shares. His holdings were no longer reportable. And he is no longer an affiliate. So his holdings would not appear in the filings.
Also, information about Kimmons is not "insider information". He is not affiliated with ESCU in any way.
Take your pick.
Of course it did. The auditor had to go back to the previous audit to tie in and move forward. That's how audits work.
Regarding OTC Markets, that's untrue too. OTCM did not "reject" ESCU's financials. Things will pick up again when ESCU renews its membership.