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And maybe it is not a scam, but just the most incompetently run company in the history of the pink sheets.Is it not a possibility ? Yes of course it is. Is it perhaps fault of Chairman and CFO and CEO just along for the ride, just in over his head, and in desperate financial shape ? Maybe, and the poor financial statements of the company, and perhaps Chairman did these wacky deals, so maybe this is correct. Or maybe CEO a genius who can run 5, 6 , 7 acquisitions at once with no money, or experience, but has found deal of a lifetime with Wilma and the 1.5 million ounces of gold reserves ? Doubtful but supporters seem to think so.
Who knows ? Just to be objective, are not these alternate explanations possible ? It seems BTDG hasn't really received any benefit from the events of last months.
Time for corporate update BTDG !!!!
Thank you for prompt response.
1. I agree that if BTDG feels there has value guess they can't be faulted for acquiring. However press release specifically said in title 1.5 million ounces of gold reserves. So second part of my question, do you believe CEO should provide to market backup for his own press release ?
2.Still being negotiated ? Didn't the press release state it was a "definitive merger" ? Did I miss something ?
3.I am curious. If CFO pepares financial statements that don't show over $200,000 in liabilities for a company with $4,000 revenue in a quarter, why would someone wish to keep that person involved ?
4.You make a good point especially with what appears to be a very major interest in the company controlled by the CEO he would certainly appear to have incentive. Some of course might question,whether he has enough ability or experience, or whether his track record the last 12 months breeds confidence. Of course no one seems to know truly how many shares he owns or controls.The other part of my question is how far down does price need to go until even his supporters would say he should step down ?
- Anyway if he stays he should fire CFO immediately, answer investor questions about the gold and the merger, dump everything except HIP HOP and focus on that. Just an opinion.
5. But my question is why doesnt liability along with other liabilities show on balance sheet ?
HIP HOP stake is 20% ? Documents seem to say 10% ? Or is there a discrepancy between underlying documents filed and the press release ?
I will re-phrase (3). If CFO cannot book liabilities, prepares pink sheet filings that no investor seems to easily understand, can't seem to raise capital, why would company incur $60,000 a year for that sort of result ? Wouldn't a bookeeper be a better alternative ?
I do appreciate your answers.
Is there someone with a financial background who can comment on the quarter by quarter changes the last few quarters ? Looking at the income statement and cash flow statement doesn't seem to tie in but maybe I am missing something.
Who is receivable from ?
Also, does anyone understand what BTDG means by "beneficial owners". It lists 20. Who votes those shares ? How many shares in that category ? Or does it mean brokers ? How can BTDG "cancel" 1.8 billion shares 12/30, then show them outstanding 12/31 ? I still don't understand how board can establish in December a forecast January payment for 2010 salary liability, but then not show that liability in December.
The never ending mystery that is BTDG !
And forgetting last year, what is happening with CEO and CFO salary this year ?
Why are all these past businesses described in the filings still ? Aren't most of them closed or dormant ?
I guess no one would expect the CEO to understand business law, accounting or proper public disclosure but surely the CFO should.Why doesnt CEO fire the CFO ?
I admire your continued positive attitude, and thanks for letting us know some good news might be coming.
May I ask your opinion on a few things ?
1. Do you believe there are 1.5 million ounces of gold reserves,and if so do you believe that the CEO should release some sort of back up ?
2. Do you believe that the "definitive merger" annoucned at a buyout price of $.04 will occur or has occurred ?
3. Do you believe CFO should step down and BTDG hire a bookeeper with some knowledge of normal accounting practices ?
4. You have been very positive about the stock. The price of course has declined sharply the last 12 months. What would cause you to believe the CEO should step down ?
5. Is there a reason the judgement liability from Direct TV, and the CEO's salary liability, do not appear as liabilities on the balance sheet ?
We have heard the alternate views, I am curious to hear the arguements from a believer in the stock. It is so hard to understand the disclosures of this company maybe you have a good handle on things that everyone else misses.
At the very least is there any reason why CEO avoids addressing the 1.5 million ounce gold reserve and the "definitive "merger issues ?
Any update on HIP HOP company ?
Claims might be pershimco's or not, but one has to assume they are in the same area.
This is what is so fascinating about BTDG, is trying to understand what goes on with a company that is on the frontiers of disclosure, i.e.they follow a logic that is quite odd to everyone else.
BTDG apparently told by Firma Gold there are 1.5 million ounces of gold reserves.BTDG asks for a NI43101 report. So Firma (I assume) sends them one. So BTDG which files copies of everything including emails on past due bills, files the report. So I guess from BTDG's position they are transparently disclosing what they have received. Apparently doesn't matetr whether they cover the same claims , or indicate there are no reserves, they file what they receive !
Illogical ? Isnt sinocan the same ? BTDG even files letter/email indicating they can't find sinocan apparently. BUt does file again what they receive.
If some LOI discusses shares to be issued at some point,BTDG records them as issued. However, if shares are cancelled december 30, on december 31 they are still shown outstanding.If board approves shares for salary never recorded, but shares to be issued a month later, why bother recording the transaction until shares issued ?
More? BTDG agrees to issue 10% ownership to HIP HOP people. Every company in America and probably every first year student in business knows that this would mean 10% of shares to be issued and outstanding. Not BTDG - it considers 10% to be ten percent of authorized shares. Imagine how silly this is. Say you 5 million shares oustatnding but 100 million authorized. So you issue 10 million for an acquisition, saying it is 10% ownership. But person then receiving shares will own 2/3 of company after the transaction ! But for BTDG it is logical.
This is why I follow BTDG, it has novel understanding of business,contracts, accounting, share ownership that are truly on the frontiers of disclosure. And maybe CEO just is truly a genius that the rest of us don't realize. Or he is in over his head and doesnt have a clue.
If BTDG is claiming 6 employees it does seem odd there is no accrual for salary expense even if someone else is paying for them. Then again there is no accrual for CEO nor CFO salary either.Maybe they are employees under commission and not earning any commissions.
There is no way to know whether BTDG is deliberately reporting incorrect financial statements or simply does not have the knowledge,skills or experience to prepare financial statements. It would appear the latetr is the case, for the following reason :
- BTDG could just as easily accrue the expenses, thus further justifying the assertion they have 6 employees, and another accrued liability surely wouldn't affect whether investors would buy the stock or not.
- Fairly consistently the company has show itself unable to report financial results according to GAAP, and their disclosures seem to have all sorts of problems. The business decisions also seem never to work. Thus not booking accruals properly does fit the pattern of this company.
More important is where is the backup for 1.5 millon ounces of gold reserves, and the status of the "definitive merger" with sinocan at $.04 per share.
I believe my comments are objective about BTDG according to information available. I would be curious why BTDG, nor its supporters, avoid the real questions. Does BTDG have 1.5 million ounces of gold reserves ? Do BTDG financial statements present a fair representation of the company under GAAP ? Why no update on the crucial "definitive merger" ? Why isnt judgment liability on the balance sheet ?
To be fair the claims appear to be in same area as the report submitted. It does indicate that there are indications there could be gold. So Moose pasture sounds excessively pejorative way to describe the property. Maybe these claims have some potential.
-Judging how CEO does due diligence and contracts, it would be curious to know whether this is also a "definitive dea;" registered in Canada ? Frankly I shudder to read their filing as everytime I read a BTDG contract it is a bit odd.
Also to me the report has areas blanked out with white-out. Another person posted that that is just some illegible writing. I will accept that perhaps my eyesight poor.
But why is it that those defending BTDG will not answer the simple and fair question : do they believe there is 1.5 million ounces of gold on the property ? And if so do they believe BTDG has seen such a report, and why won't BTDG adjust the issue in a Corporate Update. I am open-minded, it is of course possible that there is a reserve study, CEO has read it, CEO has experience to understand what he is reading. It is inconceivable if such a report exists that the CEO wouldn't post it.
And where is the "definitive merger"? Is the Chinese New Year extra long this year ?
Let's cut the CEO some slack, he has a hard job.
-Cfo can't prepare proper financial statements. she claims they are according to GAAP but she doesn't understand accruals. Shares that are never really issued are recorded as outstanding even though never meet terms of LOI.
-Company in rapid expansion mode. Acquires HIP HOP, mortgage lending/lead generation businesses. Has 1.5 million ounces of gold reserves because firma gold say so. Unreasonable investors asking for backup.
-Company has judgement against it, but for some reason not shown as liability on balance sheet.Unreasonable creditor wants the building.
- Only $4,000 in latest quarter revenue but does have $33,000 cash in the bank. But CEO can only be paid in restricted shares.
-CEO with no obvious experience or understanding of business has to make every quarter long disclosure filings.Unreasonable pink sheets.
-And on top of that he has successfully negotiated the "definitive merger" at $.04, the deal of a life time.Unreasonable Wilma still on vacation.
Yet of course the next quarter will see more businesses acquired. CEO should get a medal. Who else could have so many acquisitions and deals achieved with so little capital.
CEO has some bright spots. The "definitive merger" at $.04 per share. 1.5 million ounces of gold reserves if someone can find them. Part ownership of private HIP HOP company.
AM I missing something ?
I missed of missed that, where did the figure of 905 million shares oustanding of December 31, 2010 come from ? Strange enough before the 2011 supposed issuances, that sounds correct. BTDG has a rather odd practice of announcing deals under a Letter of Intent, subject to escrow requirements some time later, and CEO then includes the shares in his filings as if they are actually issued.
Then the dates are confusing. Board authorizes shares to him in December for 2010 salary liability, but then says will only be actually issued in 2011.
Then HIP HOP people get 10% ownership of company with stated 3.1 billion shares, but instead get 500 million shares based on authorized shares. That is of course under that contract, if shares were ever issued. Clearly CFO doesnt understand differences between issued and authorized shares, shares are not outstanding unless all conditions have been met for issuance. Nor of course does top shareholder list correspond to any reality. Since CFO doesnt accrue salary liability anyway it is no wonder she has difficulty figuring out how to record shares issued.
I would guess share count as follows :
905 million (includes the float of 800 million from debt settlement last year,37 million starting shares,)
200 million CEO
100 million CFO
1.205 billion shares sub total
then their friends or relatives or whomeever:
200 million coast communications
200 million mortgage/lead generation company
1.605 million
The HIP HOP and other 2011 transaction assume not really issues in normal sense are probably not closed, though BTDG might just decide to list them anyway.
Sad thing is according to BTDG "financial" statements which if in any sense accurate, BTDG has not gained from all this silliness the last several quarters.
Wonder what the mortgage company/IR firm says about all this. Also does anyone on this board including those who defend the NI43-101 report as legitamate, maintain that BTDG actual controls 1.5 million ounces of gold reserves.
Have to admit it is a story that just keeps getting better. Imagine after the "definitive merger " happens.
The report itself has sections blanked out so it is obvious someone modified report. The author certainly objected to the report being used by BTDG and claimed in her post there are no reserves on the property she looked at.
Let us assume report only filed for background material, and geologist is not sure of what she wrote.First it seems there is a question whether report altered, then geologist says it is, then people asked what she did about it.
I would like your direct opinion :
1. Do you believe BTDG has 1.5 million ounces of gold reserves
2. Do you believe there should be some back up filed ?
3. Do you believe that if Firma Gold fooled BTDG, that BTDG should let investors know ?
I am objective, there could be 1.5 million ounces of gold on the property. But there is not 1 single piece of disclosure by BTDG that indicates that actuality or even potential.
Why avoid the simple question, i.e. BTDG announced in a press release there was 1.5 million ounces of gold (headline), and in body of realease that Firma Gold told them that. Surely considering the huge potential shareholder value for this it would it not behoove BTDG to gather information on this ? Surely if CEO an honest man he doesn't intentionally wish to mislead investors ? And if mistake made why not just say so in a retraction ?
How can you say it is Moose pasture ? Appears property is just an early stage one in an area that has had some indication of gold presence.
I strongly agree that BTDG should either show that there is some back up for the 1.5 million ounces of gold reserves, or now that some time has passed if there is not any to make a retraction.
I do not know how anyone can justify a press release headlining there are 1.5 million ounces of gold reserves then never provide backup. Considering the importance for shareholder value ! Even if CEO would state publicly he saw such a report would be the minimal concession to fair disclosure.
BTDG where is the gold ? How can BTDG expect to close the "definitive merger" with sinocan without such backup ?
I can agree that no one has any proof as to whether BTDG committed fraud as that would require knowing that the CEO,Chairman and CFO knew there were no resrves. The alternate explanations are either incompetence or inexperience.
Clearly if there is anything that would show 1.5 million ounces in gold reserves BTDG would disclose it because that would create huge value of the stock. So I think wyou ould agree there must be no report indicating gold reserves available to BTDG. So I would like your opinion on the below scenarios :
Here i assume are the facts we can all agree on :
1. BTDG issues a press release, which of course is its responsibility. that has a headline that includes 1.5 million ounces of gold reserves. In the body of release it refers to Firma Gold providing that information.
2. A NI43-101 report is filed, with every reasonable expectation that would back up the claims. Let us forget the geologist comments, or white out applied to sections of the report for the moment. The report doesn't refer to any reserves, in fact described the early stage nature of the property, whichever property it is purported it covers. (Though if it doesnt cover the property in question why was it posted ? background information ?)
So what are the options here ? One is that BTDG believes what it is told without any verification, or even the knowledge of how to verify properly.
- If they have the knowledge, then they do not have any report to back up these claims. herefore they should just admit they do not have the data, and also admit that simply the company doesnt have the technical or due diligence-type skills to look at such new deals.
-If they don't have the knowledge , what are they doing in trying make acquisitions in this or any other field ? Why not just fire CFO, and concentrate on what they know, the inernet-media-HIP HOP business.
My questions
Do you believe there is a report yes,hat 1.5 milion ounces of go; reserves have been estimated ? If why wouldn't BTDG release such a report ?
If you do not believe such a report exists, and BTDG was fooled, then do you believe that posting such a press release was a conservative prudent move ? Do you feel it mislead investors ? Do you feel CEO has judgement to evaluate any proposal made to him ? After all sincocan seems to be a similar situation. Shouldn't BTDG put out a retraction so as to not mislead investors ?
I realize some of these may be subjective opinions but as you seem neutral to positive about the company, I sure would like to hear your opinion. Do you believe CEO has skills and experience based on his recent track record to turn BTDG around ? And even if he does how will such a turnaround be funded ? Should CFO be fired immediately ?
I mean seriously. If you faxed on offer to buy BTDG for $.10 per share today, does BTDG CEO just go ahead and announce a deal or the like ?
I am sure you can understand as a hopefully an objective observer how troubling it is that a company puts out a press release claiming or referring to 1.5 million ounces of gold, then apparently has no back up.Even if they were fooled by Firma Gold, that actually makes it worse, i.e. they do not have the skills to qualify information they receive yet are fine with telling investors via press release such that gives the impression the company has 1.5 million ounces fo gold resves.
It is very refreshing to read your post. While I am flabbergasted like everyone else by BTDG disclosures, in the end it is speculative gambling.
Well sorry again , you just don't know the rules. Ask any broker who is a market maker and they will tell you the same. The very phrase 15c211 comes from the 1933/1934 regulations on stocks and exchanges.Heck look up the securities and exchange acts yourself and you will see this.
You seem to be confusing SEC reporting rules, and requirements for financial statements under 15c211, two different things.
However you are right in practice many OTC stocks don't follow 15c211 requirement perhaps for years, but eventually will stop trading.
Also look up the "current information" disclosure on pink sheets website. Would be very curious if in your opinion that BTDG following those requirements.
However since it seems BTDG claims to follow US GAAP but seems to not do so in its statements, all of this perhaps academic at this point.
The important issues are (1) 1.5 million ounces of gold (2) definitive merger offer - BTDG's words - at $.04 (3) future of HIP HOP business.
With all due respect there is no "pink market" there is an Over the Counter Market. That market is governed by regulations that require information on the 15c211 to be available, and the 15c211 regulation requires financial statements.
And it is not unreasonable for a company that shows $4,000 revenue in a quarter to also book correctly $160,000 in salary expense.
However your general comments I feel are spot on. This is a sub-penny stock trading in a venue that is well known for being extremely speculative. Reviewing this company's press releases and filings, which you must admit are a bit confused to say the least, would make any investor come to conclusion this stock is very very speculative.
What perhaps causes the problem on this board is that the CEO actually tries to make disclosures but apparently neither he nor CFO are quite clear how to do so correctly, otherwise why would there be so much confusion in understanding company.
Anyway 1.5 million ounces in gold reserves, a "definitive merger" at $.04, and a new HIP HOP venture, are the keys to BTDG stock price. Surely it is not unreasonable for the company to clarify these things. Why do they avoid doing so ?
Packer Fan, you are quite correct as most people know on this board that there is no requirement for BTDG to file SEC reports. It is a bit odd BTDG uses an 8k form to file information with Pink Sheets. Perhaps misleading to some as maybe some people see the 8k form and assume the reports are filed with SEC. Wonder if there is any other company that files with Pink Sheets this way.
To trade on the OTC market it is an absolute requirement that a 15c211 be prepared and available to market makers etc. In fact the phase itself "15c211" is taken right from the regulations. It requires certain financial statements but yes of course they need not be audited.
Pink Sheets requires for current information status certain disclosures which are available on their website. I would agree it is perhaps subjective whether BTDG follows those guidelines.
You are correct that the stock can keep trading on the OTC for some time even if it doesn't file the required reports. Doesn't mean it should be trading nor if that is fair to investors. Especially in the case of BTDG which is on a course of rapid and signficant deals and acquisitions one would expect regular communication about the material impact on the company of such events.
Of course BTDG now discsloses in their footnotes that they are preparing financial statements according to US GAAP. So it is not unfair for investors to assume that the statements are in accordance with US GAAP, nor scratch their heads when material items, such as accruals for salary expense, do not appear.
Maybe someone with an accounting background could comment on the financial statements.
To some degree this may be a tempest in a teapot for some of these issues. This is a sub-penny stock and of course highly speculative. Some of people complaining wouldn't invest anyway regardless of financials. There are those that perhaps haven't decided yet. The CEO does seem to try very hard to make fairly lengthy disclosures. Since he doesn't appear to have the business or legal or financial background to understand financial statements or what is material disclosure, he must be relying on the CFO to to prepare the financial statements. CEO has been around for a while, so he obviously must understand what an accrual is.
CEO probably just too busy with all the businesses BTDG has and not double-checking CFO's work. I would expect that BTDG would let the CFO go very soon.
More important where are the 1.5 million ounces of gold reserves ? What is status of "definitive merger" with sinocan ? How many shares are outstanding now ? Any update on HIP HOP and mortgage/lead generation business ?
BTDG has reporting requirements. First, to keep trading, a 15c211 or equivalent filing must be publicly available with 6 months profit and loss plus certain other information and financials, i.e. form should be filed every 6 months.Of course not all pink sheet companies comply.
Second, pinksheets has requirement for filing to maintain "current information", and actually extensive guidelines you can find on the pink sheet site under Guide for Continuous Disclosure.Have a look and see if you believe BTDG follows those guidelines.
Third, BTG has stated in their notes that their financial statements are prepared under US GAAP. This requires various items under the accrual system, and various disclosures to be made.
However it is a sub-penny stock and very speculative, and certainly no one investing on strength of their balance sheet anyway.
A very good question.Hard to figure out because BTDG does LOI's, escrows, announces shares to issue, but one never knows if issued,cancels shares on what date but includes in the share count,etc etc..
Shares to CEO, CFO, HIP HOP people (? issued) , mortgage/lead generation company (?).So what 1 billion shares + in less than 2 months ?
Remember the 1.8 billion shares last year under a LOI to be completed by an escrow. The filings BTDG made indicate that deal never happened.So while shares probably not issued anyway, the board cancelled the shares 12/30.
So maybe there is only 2.3 billion shares , or maybe 4.1 + billion.
Also what is float ? The new shares issue one would assume have restrictions. The top shareholder list of course is wrong as it includes people whose shares ( which probably always in treasury anyway)were cancelled December 30. One would assume BTDG would calculate top shares subsequently to reflect ownership of officers and directors which has gone up so dramatically.
So top shareholders would appear to be Coast Comm., HIP HOP people,some related-party owners of mortgage/lead generaton business, and of course the CEO. Plus float of 837 million shares.
You have to admit this is one interesting company ! The CEO certainly is creative and at the forefront of new developments in American business theory ! It does seem CEO been very aggressive to increase his control of company, he must be very confident of sincocan deal and HIP HOP.
Exhibit A - refers to salary 01/04/10 to 01/04/11
The 12/30/10 filing for the salary of the CEO states that "a settlement was worked out for one year past salary." Then in exhibit A states salary was $10,000 per month for the "period 01/04/10 to 01/04/11".
Same wording and similar perod for the $60,000 for the CFO.
So the company itself states salary was incurred in 2010 for services performed in 2010. What could be more clear than that ? Plus in June 2010 CEO employment agreement , though signed in January, was also filed.
What more proof could you want than an employment agreement between company and CEO filed by the company, and the directors and cfo specifically in exhibit A stating when the CEO worked, at what compensation.
Perhaps you just misread the filings BTDG made. Surely you recognize the expense was incurred in 2010. Actually even worse, since board agreed to issue the stock in December 2010 for January issuance, this would make it even harder to justify not to accrue the expense,i.e. board acknowledged in 2010 that the srvcies were performed and what was the compensation rate.
In defense of the CEO, this probably is the work of the CFO. Anyone who could prepare such silly financial statements is quite capable of making mistakes in preparing the filings. The CEO doesn't appear to have the knowledge or business/legal experience, or maybe the time considering how many different businesses BTDG is involved with, to double check the CFO's work.
The filings are always rife with such mistakes and may be a reason why none of the deals that are announced are implemented or succesful because of the achilles heel of the CFO. So CEO probably very frustrated he arranges deals then paperwork fouls them up.
Look at the Jan 5 HIP HOP deal. It says that BTDG to issue a 10% ownership position, 500 million shares, while claiming 3.1 billion shares outstanding. The math of course doesnt add up.500 million is not 10% of 3.6 million. So either just sloppy work, or a very novel business law theory at work, i.e. that 10% of authorised shares equals 10% ownership. It gets more silly. Clauses say company will incur no liabilities nor enter into any transaction. So if you look at BTDG press releases you can see whether you believe it is complying with this. Probably every other agreement BTDG does has similar clauses which BTDG ignores as it does business. So it is no wonder BTDG can't get any deal closed or implemented.
CEO must be tearing his hair out. He arranges all sorts of deals and none of them work. He is perhaps too loyal to the CFO. Anyone who can negotiate a $.04 buyout in a "definitive merger" must be praised, then secure an interest in the HIP HOP network as a follow up, with only $4,000 revenue, is doubly praised.Hopefully CEO will hire a CFO with experience to sort out these paperwork items.
Just read your post again. You make a good point by the way, if compensation not earned in 2010 then it would be correct to record in the period earned. However BTDG in the employment contract and approval for the share issuance specifically refer to services in the prior year. Also, reading your post maybe you have experience in payroll but none in accounting, financial management and business management, so that might be why you are struggling to understand what accrual accounting and US GAAP is.We all just wish to understand what the situation is so thanks for taking the time.Maybe BTDG just needs a good legal secretary to pay attention to detail.
On another subject since you do appear to be trying to be objective, do you think the "definitive merger " will occur ? Do you think the CFO should step down ?
Stainster, you are completely correct that if compensation not paid until January 2011 that payroll tax liability and any witholding requirements not due until either the end of January or the end of March. Someone with a financial background could answer whether due to amounts involved that payment due at end of January.
With all due respect you fundamentally do not understand accrual accounting or US GAAP. If liability incurred in 2010 when services performed, then the expense and corresponding liability must be booked at that time, regardless of when paid. To use your terminology this is basic accounting 101 and basic business 101.I am not sure why someone could possibly think otherwise if they have any business experience.
1.Employment contract signed in January 2010 for services to be performed in 2010.
2.For some reason contract not disclosed until June 2010.
3.Financial reports do not appear to show the expense and corresponding liability.
4.Payment in form of shares, for which IRS taxes based on fair market value without consideration of standard restrictions, in January 2011 would settle a liability not create one years salary expense in one month. What I don't know and someone with accounting backgroudn could answer, is when the payroll tax liability should have been recorded.
To make it simple to understand if you receive a bill in December for telephone expense , under an accrual system you record expense when that bill received. If paid in February , it would not be an expense in February but recorded as a reduction in the accounts payable. Again with all due respect, if one doesn't have experience in business in any sort of management position, this might be difficult to understand. That is just the way it is.
Why the CFO doesn't know these things a good question.
In any case this is a sub-penny company and sheer speculation. Surely anyone buying shares of this company knows the high risk. If people are gambling on the HIP HOP or the SinoCan deal it is after all gambling. CEO certainly tries hard as every few months another deal appears.The "definitive merger" with SinoCan is certainly exciting ! Just wish CEO would dump CFO !
Completely agree that if CEO had a contract starting January 2010 to make $10,000 per month that proper accounting would be to accrue that liability monthly. However in bizarro world the CFO may not book things in the normal fashion as in the real world.
Payroll tax liability depends when actually salary paid since individuals pay tax on receipt not accrual. If CFO can't accrue the expense normally it is not a stretch that preparing payroll tax return might be beyond her.
What about other expenses ? There must be some other expenses. What about other liabilities ? Is the judgement shown on books as a liability ? If any rent expense paid in 2010 does that show as expense ? Judgement must be accruing interest as well, no ?
In any case a sub-penny stock with all its hopes on HIP HOP, maybe it is too much to expect normal accounting. Maybe CEO should let CFO go, and re-structure business to dedicate the 6 employees to HIP HOP ! Or send them all to Canada to find the 1.5 million ounces of gold reserves !
While clearly if stock issued for services rendered in 2010 were not recorded in 2010, this would appear to violate standard US GAAP. I would assume that payroll taxes would have accrued as they went along.
I think you are right that if paid in in first quarter 2011 from a tax liability standpoint you are right. IRS doesn't give discounts for restricted stock though. So that brings up another problem. Does BTDG have the funds for witholding and employer taxes on $120,000 in salary ? Plus wouldn't that amount trigger a monthly reporting and payment requirement ?
Another thought comes to mind. BTDG and CEO and judgement against them for the cable tv issue. Wonder if they hear about the share issuance whether they will claim ? Maybe Direct TV or whomever will take control of BTDG and then distribute HIP HOP.
Proper Disclosure - The Bizarro World Theory
On Jan 18, 2011 BTDG filed with Pink Sheets information that included a January 6,2011 letter to the transfer agent. That letter stated that effective December 30,2010 BTDG's Board cancelled shares "issued" under a LOI , those shares one assumes were subject to an escrow agreement expiring end of December 2010.
On Feb 16, BTDG filed its quarterly statements for period ending December 31, 2010. In those statements it describes the Company referred to above as a "subsidiary" and describes its operations as though BTDG owned the company. Furthermore it listed as top shareholders ,as of December 31, whose shares, if they had ever received shares which is doubtful since it was subject to an escrow, that were cancelled day before according to the Board agreement of Dec 30.
In January 600 million shares issued for 2010 salary liability. However there doesn't appear in the financial statements any accrual entry for salary expense.
So the board cancels shares, that were never issued in the first place on the 30th, but I guess since letter not sent to transfer agent until the 6th of January, the shares are listed as outstanding on December 31, even though the agreement was cancelled on the 30th. On Feb 16 though company reports key shareholders as of 31st of Dec, and that it still owns a company as of Dec 31,but it no longer owns it by its own Board decision on the 30th.
Reviewing previous filings, the Jan 2010 salary agreement with CEO wasnt filed until June 2010.
Now hundreds of millions of shares issued for ownership stakes in two private companies under LOI agreements etc. Are those shares really issued or in escrow ?
What are the total shares issued as of today ?
If it is the CFO supplying this information to CEO she clearly has a few comprehension problems.
No expenses for the quarter. No rent, telephone, press releases, salary, nothing.
Seen in this light, the decision of CEO to claim in headline to press release 1.5 million ounces of gold, that in body of release claims stated by Firma Gold, and to not modify this becomes understandable.
It is Bizarro world ! A parallel universe where everything appears the same but it isnt. GAAP becomes bizarro GAAP. Shares outstanding take on a new meaning. "definitive mergers " become " subject to holidays " months later. Shares held in escrow become, presto bizarro shares outstanding. A world where Firma Gold becomes presto, owner of bizarro 1.5 million ounces, because they say so.
My apologies for feeble attempt at humor, and I do think CEO is trying hard, and no, this in my opinion not a fraud , just a technical guy, the CEO, in over his head struggling to be a bizarro world CEO. That is the only explanation I can think of.I would someone to explain this bizarro company. In fact it is so strange, but perhaps like Howard Hughes there is an inkiling of genius there, and maybe HIP HOP venture is that genius.
Good point, though doesn't explain actions after that. Maybe though CEO was also fooled in that instance, or maybe who knows maybe simply a comedy of errors. I don't disagree that company is poorly managed , and perhaps the poster child for the opposite that even a Pink Sheet company can do. Who knows what intent of CEO was. What is clear after 6 months and more of this CEO not able to build company with structure and CFO he has involved. What does it take for him to step down and perhaps just focus on technical side of HIP HOP venture ?
But perhaps I am not being fair. Is there anyone on this board who considers the company well run? Or the CEO a competent manager ? Or that disclosure is clear, concise and comprehensive ? Or that there is 1.5 million ounces of gold ? Or now that after Chinese holiday over, that the "definitive" merger will take place ? Anyone ?
Just out of curiosity I keep reading people using the word fraud to describe the disclosures of BTDG. If I recall fraud had a precise legal definition that requires various elements to be met including intent and benefit from the action. Until this latest filing unless I am missing something there doesn't seem to be proof of intent, nor that the CEO nor the company benefitted from the press releases.
I ask the question as it seems over and over this word is used.
Up until the recent filing, it seemed simply that the CEO and in particular the CFO did not have the experience or judgement to prepare proper financial statements, prepare proper discslosure documents, nor in regards to new business opportunties the ability to evaluate and close deals- let alone any common sense about what the word "material" means. Reading the filings give the impression of a terribly confused individual but one trying very hard to prepare filings but with a limited knowledge of legal,securities and business matters. Is this an alternative explanation that the documentary evidence supports ?
Someone with a financial background could perhaps understand the quarter by quarter changes in the financial statements, and the lack of accruals pointed out for salary expenses etc seems rather odd. Maybe the 6 employees are only a few hours per week or donating there time. Hard to see with $4,000 revenue for a quarter what they are doing. This wouldn't be the first time a Pink Sheet company wasn't on top of their financials.The fact the CFO can't distinguish between what shares actually issued and outstanding and the corresponding press releases is of course rather interesting. Did BTDG pay any rent expense in 2010 ?
Of course any CEO with common sense would address the 1.5 million ounce gold issue, and if he was fooled, then at least disclose it doesn't exist.
The troublesome aspect of this filing is that the press releases indicate a fair amount of shares issued to the officers of the company, and recently formed entities.Plus it appears CEO has told some shareholders according to postings on this board he is not a seller and is a buyer of the shares. So why isnt CEO and CFO listed as as key shareholders ?
Please let us be fair. Maybe the CEO and his HIP HOP deal will be future of the company. If CEO not up to proper disclosure and can't oversee the CFO maybe the company would be better served by firing the CFO ! Maybe everything is always the fault of someone else as it appears to be implied, but it is job of CEO to manage the overall picture and the last 6 months don't exactly engender confidence. If the CEO concentrated on what he does best and matches with the HIP HOP potential a bookeeper or legal secretary maybe he could make this work.
If CFO can't accrue for expenses, how can BTDG operate so many multiple businesses , without capital, and ineffective marketing ?
And what news of "definitive merger " ? So many questions, so few answers. I hope the CEO will dump the CFO, address head-on the gold and sin-can issues, get a secretary/bookeeper, and focus on the HIP HOP business.
And come on for those who are complaining the loudest did you really buy shares of this sub-penny stock expecting the press releases to relay events BTDG could achieve ? Maybe you have proof of the bad intent you ascribe to this company, maybe you are correct- but also incompetent management of BTDG is another explanation as well. Isn't that possible ?
Can someone with financial background look at the quarterly financials and let us know if they make sense ?
I agree and it is positive they have a current receivable of over $300,000.
However the statements are as of December 31, 2010. The list of top shareholders doesn't match the press releases of BTDG. In particular the strong selling point, that the CEO is not selling shares but is also buying shares is a contradiction to the list of shareholders presented. The list of top shareholders clearly a mistake according to BTDG press releases. How can BTDG list shareholders according to a deal that was never closed, and in case BTDG then cancelled ? Anway that is the past, more important how many shares CEO owns and controls.
Maybe just me, but the filing seems to give impression of businesses in which BTDG hasn't apparently had an interest or activity for some time. $4,000 in revenue alone shows that. I admit this is perhaps a subjective view.
The financials are a mess though somewhat improved. Maybe the CFO is taking a night class in accounting.
If it is so difficult for CEO to prepare clear quarterly filings, this makes one wonder how he will manage the complexity of an internet/HIP HOP/mortgage/lead generation/mining business with $4,000 revenue a quarter, and an incompetent CFO.
I think you were corect that maybe the HIP HOP business is a winner, why doesn't BTDG just concentrate on that.
Thanks for posting the link for the recent filing.
No back up for 1.5 million ounces of gold reserves.
Shows same IR firm which evidently had quit long ago.
Evidently there must be some errors, as it is quite confusing. The original Castle Creek Silver deal was never consumated and was cancelled. However BTDG still shows shareholdings of those individuals whose shares were cancelled ,in fact since under an LOI and escrow agreement probably never issued in the first place! In any case the list of the top shareholders can't be correct if the shares were cancelled according to BTDG's own filings.
The true top shareholders would appear to be Coast Communications, and the CEO.
Then, in trying to describe the new Castle Creek Silver International BTDG evidently set up, BTDG mixes up the description with older ventures.
Also, shares issued to CEO should show up if restricted, but at least I couldn't find listing of holdings of officers and directors. Does this mean CEO already has sold his shares ?
On the positive side, seems CFO is trying her best to improve the financial statements, as there are actually some footnotes now. Maybe someone with a financial background can decipher the quarter to quarter changes. It appears though that on revenue of $4,000 there is a $300,000+ receivable.
Expenses rather interesting, or the absence of such expenses. Where is the salary expense , for which shares were issued to settle ?
There are descriptions galore of businesses that don't appear to be operating any more. Does anyone know whether the business described in the filing are actually what businesses BTDG now has ?
At least with the receivable, looks as though CEO has some funds to operate with, maybe to expand mortgage/lead generation/HIP HOP business with Sino Can.
Another explanation might be CEO just signs off on what the CFO prepares, and Chairman directs the CEO. Evidently no one at BTDG looks at their own press releases of November and December when they prepared this report,maybe just an oversight.
I guess what I am missing is the simple question. Does BTDG have any backup to the quoted 1.5 million ounces of gold reserves.
Either they do, or if they don't, why isn't this material information disclosed ? Accepting the scenario they were duped leads to the following possibilities.
-Firma Gold claims 1.5 million ounces of Gold reserves, BTDG puts that figure in the headline to its press release.
- This means either that (a) BTDG believed that figure based on backup documents. If so why not release or refer to such documents? If BTDG Chairman knows mining business he knows reserve study required to quote reserves. (b) BTDG never received any backup documents to that figure. This then implies poor due diligence on the part of CEO, and to put it mildly an over-aggressive promotion and an ignorance of proper disclosure.
- Or BTDG knew there was no gold reserves. Considering there is nothing to show CEO or BTDG benefitted the slightest from stock sales, there doesn't appear to be anything to indicate they benefitted from a stock promotion. Thus, if BTG knew there were no reserves, but did not release that information to market, it implies at the least very poor management on the part of the CEO. Or they believed the qualifier that the reserves were "told to them" made it o.k. Again, poor management.
How does one test a theory with no direct data ? Look at the SinoCan merger offer, and documents filed by BTDG. They show (a)non-sensical valuations (b) limited source data (c) CEO clearly did not qualify the offer if from a qualified buyer. This of course similar to Firma Gold situation.
-I think most people would also assume a lack of proper due diligence for the recent mortgage/lead generation business acquisition.
So it seems sheer incompetence on behalf of BTDG management is a possible explanation. The stock price decline last 6 to 12 months certainly doesnt bring a comfort level that even the promotion that is happening works.
-If everything they touch doesn't work, and stock price keeps declining, when does it become fault of CEO ? Is the party line never?
Maybe there are other explanations.
Maybe BTDG should ditch everything but the HIP HOP and focus on that.Maybe bite the bullet and admit it doesn't have gold reserves and SinoCan "definitive merger" at $.04 won't occur.
-The recent press release certainly represented an attempt to inform shareholders. The question still remains where is the support for the 1.5 million ounce gold reserve ?
-If every business venture the last year hasn't worked, if the stock price continues a long term downward trend, at what point is that the CEO's responsibility? Or is the fault of everyone except the CEO ?
- How will a minority interest in the private HIP HOP venture provide capital or cash flow to BTG ?
-Thanks for posting the link on B2 Digital website. Certainly have to give credit to CEO for seeking to defend reputation of the company.
-If CEO would just answer the key questions about gold reserves, status of SinoCan merger, and outstanding shares; and CFO prepare proper financial statements; would go a long way to answering critics.
In your opinion do events of last 12 months show a CEO you believe can develop shareholder value ? Does CEO have credibility to raise funds to implement his HIP HOP/Mortgage lending/Lead Generation/Mining business ? Will CEO step down if HIP HOP venture doesn't work for BTDG ? Was SinoCan "definitive merger" handled well ?
Did you feel the $.04 offer for BTDG shares serious ?
Since you have a positive view on company it would be interesting to hear your views. In any case BTDG just a micro penny speculative stock, but if in any way statement about Gold Reserves can be backed up there could be huge value.
- What would be your opinion about CEO and BTDG if there is no backup for the gold reserves quoted ?
Thank you in advance for answering the above questions.
Thanks for your comments which actually help towards an understanding.
If I understand your post BTDG is claiming no responsibility for putting out a press release quoting that there are 1.5 million ounces of gold reserves, because they just quoted someone else, and the Chairman is one who knows about mining gold in Quebec. However if BTDG buying claims because they believe what Firma Gold said,should they have not by now seen the report and filed it ? Again a simple question which BTDG seems to continually avoid,have they seen any report showing 1.5 million ounces of gold reserves ? ?????
Actually I think the BTDG answer is part of a pattern that creates the negative bashing. The CEO simply doesn't know how to run a public company as he puts out press releases without knowing what is being said is correct or probable or not. Same with the merger - someone faxes a crazy offer, and CEO puts out news whether or not it seems real .
Let us accept that it is the Chairman pressuring CEO to put out these press releases. Does this mean CEO will put anythng out the Chairman requests whether he believes it or not ? The CFO is on the board, where is she in all this ?
If there is anything showing there are reserves it should be released.
CEO should focus on what he knows best and be more careful about press releases. If the HIP HOP venture the future, why not focus on that ? Does CEO feel any responsibility for what goes in BTDG press releases ?
I know some disagree but the sheer silly press releases that do not even tie into each other may just imply simply BTDG is run by someone who shouldn't be running a publc company. It dosn't even seem that CEO or BTDG may have even benefitted from stock sales last year. Next financial statements will be interesting !
Maybe CEO actually believes what he posts, which of course shows himself to be a very poor business person.Does ANYONE on this board believe a qualified buyer was going to pay $.04 pr share for this stock ? Let us imagine CEO believed this, that would imply maybe stupidity or inexperience but maybe not a scam.
For poor shareholders let us hope HIP HOP is CEO's final winning strategy. To soon to tell about HIP HOP/mortgage lending/lead generation business.
I guess I didn't read this press relase closely as it brings up even more questions. First, it is specific that a 43101 report supported the reserve figure. Since the one posted did not, there must be another report BTDG reviewed. So question is for CEO very simple according to his own press release, where is the report that he quotes and why hasn't it been filed ? Or let us make it more simple - can CEO post that there is such a report and that he has seen it ?
Second, note it refers to leases. The recent filings do not and in fact imply the properties being acquired are not leases. Since CEO clearly has little understanding of basic contract law,maybe he just doesn't understand what he is posting.
Maybe he should just issue a press release admitting the errors and just focus on HIP HOP and mortgage/lead generation.
Still waiting answer from BTDG on two key questions. What was basis for quoting gold reserves. Update on "definitive" merger with Sino-Can? Since you are favorable on the stock unlike some others,do you have an opinion why BTDG avoids these two questions ?
As far as shorts concerned it is very very hard to believe anyone would for an extended perod of time be conducting naked shorting of such a pink sheet stock. Try going to your broker to short this stock, or ask any market maker if they would.
The methodology of the buyin fellow is very interesting but hardly definitive that there has been any shorting of stock last year. This year certainly the $ volume wouldn't be worth the while of any market maker to take the risk of naked shorting this stock past a week.
Still there could be some upside if BTDG will answer the key questions,and HIP HOP strategy bears fruit.
I appreciate that, but ceo surely can answer question of gold reserves since he did the press release saying there were gold reserves.
When will shareholders find out what is proof there are 1.5 million ounces gold reserves. Do you feel CEO avoiding the answer
How many shares actually outstanding. BTDG issues shares subject to LOI or escrow or various other events. For example recent filing in one place says shares will be issued when directors approve, yet in another only after some authority approves. Yet BTDG can votes those shares per the filing. I can understand if CEO has no legal knowledge and is trying to save money by doing agreements himself. This is pretty basic stuff though.
What happened to definitive merger agreement for $.04 per share.
Seems CEO building up to something by getting so many shares issued. Maybe a management change soon will boost the stock and CEO wishes to have votes to do that. Or maybe he wishes a takeover of HIP HOP network all the way.
Still a very very simple question, what is proof or back up to quoting 1.5 million ounces of gold reserves.
Do they have gold reserves or not ?
I agree with you that if they have gold reserves this stock could be undervalued.
*******If they have reserves where is the backup to this claim ?
*******If they do not, do you agree CEO should step down ? Or should be at least disclose this in a press release ?
Actually HIP HOP idea might be good one and in media CEO seems to have some experience. However owning shares of private company doesn't provide cash flow to BTDG. Your email from CEO admits he and CFO poor at fund raising. So how can synergy develop if no money ? Why not focus on one thing if he has limited cash ?
BTDG is now apparently involved in cable, internet, mining , mortgage lending , lead generation and HIP HOP. How many employees does BTDG have ?
What is status of SinoCan ?
Why does CEO avoid answering key questions ?
*****It is interesting and maybe if CEO answers questions this stock could explode in value.
Hi,
It is certainly appreciated the CEO willing on the weekend to answer questions.
1. Experience - while perhaps a matter of opinion, CEO writes he has experience , though the results the last year do not show much success. Stock is at .0003 after all.
-Did Paul address why CFO doesn't show all expenses and liabilities on financial statements ?
2. Vision for future : Certainly he gave his thoughts.
3. HIP HOP venture : Still did not address how ownership of how a minority interest in a private compamny will benefit BTDG. That is a simple question. If no cash flow is forecast to come to BTDG why do the deal ? Is it a state secret how many shares were issued for acquiring this interest ? Does CEO need to research how many shares were issued ?
4. Reserves - CEO completely avoided answering question which is very very simple. He put in a press release there were 1.5 million ounces of reserves. What was the basis for that ? This can't be something " still in the works." He put out the press release. Why can he not answer a simple question ? If backup not in press release but in disclosures , where in the disclosures does it provide backup to the 1.5 million ounces ? Since he wrote disclosures he would know.
- This is key question. many might buy a lot of stock if it can be shown there are reserves. He already put out news that stated there were reserves. I am perfectly ready to buy 100 or 200 million shares and more provided credible back up on the reserves.I don't know what is a credible back up but I suppose there must be some criteria what are reserves.
- If BTDG cannot secure funding ( which is not magic and is job of CEO and CFO )then why is he acquiring assets which BTDG doesn't have money to hold let alone explore ?
5. Relationship with Tamara - What is there that needs to be studied ? Either she is or isn't a family member? CEO already so concerned about whatever relationship there is, that he had Board Members indemnify him in advance. Frankly I couldn't care less except this is leading to negative comments that hurt the stock.
6. SinoCan - One can understand negotiations ongoing. However looking at press releases about deposits to be paid, and "definitive merger" date of December 20th, is there a reason BTDG can't at least put out press release confirming what is or isn't situation with SinoCan ? Or correcting wrong impressions by prior press releases ?
7. Reliance on Press Releases - Whoa Nellie ! Is CEO saying that press releases may not be relied on , therefore one has to study disclosures ? Since he puts out the press release does he not have a responsibility to make sure they are accurate and not misleading ?
Overall though it is positive he emailed you. From look of email it seems maybe Chairman calling the shots so much that CEO is implying he is not responsible for decisions made. So every deal fault and decision of someone else. Therefore maybe focus should be on Chairman and CFO/Director.
Sorry his response while seems to be that of an honest man, still avoids answering several key questions.
And a question for you since I know you are trying to be objective. Do you believe if BTDG quotes 1.5 million ounces in gold reserves that they should have something providing the basis for that ? Or do you state you have reserves, then spend next months trying to find out if true. They didn't say they estimated reserves, or that there might be reserves, they simply quoted that there was 1.5 million ounces there.
Doe seem CEO has some technical experience in his media field, and it appears he feels he is a qualified CEO of a public company-at a stock price of $.0003 . Perhaps hard for him to answer straight up, but at what point will he admit he is not building sahreholder value and step down ? Or can we honestly expect a SinoCan takeover of BTDg if not at $.15, if not at $.04, even at $.01 at this point ?
Board of Directors appoints Officers to run a Company. Officers therefore responsible for mechanics of making proper,accurate and transparent disclosure. In any case CEO and CFO are majority of Board of Directors. IF CEO has no experience in mining,mortgage lending, lead generation(?) ,successful mergers and acquisitions ,and no money sems like HIP HOP only thing that can save company.
And lack of success in funding is a direct reflection on the CEO and CFO, that is part of the job.
And what staff does BTDG have ?
Hope the HIP HOP venture works and dividends start pouring in to BTDG coffers !
Thanks. Maybe you can help clear up some of the issues surrounding BTDG. Reserves, SinoCan ( did they put up the deposit yet?),seem to be two issues market doesn't understand.
You are correct there is a lot of bashing on this board - but a lot comes from BTDG not answering basic questions shareholders deserve an answer to.CEO doesn't grasp the confusion caused in the market by not following up on prior press releases or clearly conveying where the company is going.
1. Disclose back-up for 1.5 million reserve figure
2. Disclose current status of SinoCan deal
3. How will HIP HOP deal benefit BTDG ?
4. Status of Direct TV judgement
5. What is his relationship with Tamara ?
6. His vision of the synergy between cable,internet, HIP HOP, mortgage lending, lead generation, and does he have staff, funds and experience to make this successful
7. Update on the short report he put out a few months ago.