Series-B shares get converted all the time, how is ANDI any different?

Exactly . . . and at a rate of 2000:1, diluting the shares of common stock and costing those investors real dollars, only benefiting the insiders fortunate enough to have had the B shares for conversion.

What you "believe" is incorrect, I posted the black and white conversion rules from the company's annual report. It doesn't matter how many times you post up what you "believe," the company's rules are IRREFUTABLE, as you like to say when you perpetuate the smokescreen on shorting of the stock. Series B Preferred shares were convertible at a rate of 2000:1 for 7 weeks from the end of January until the invisible board of directors (what are their names???) allegedly changed the rate.

"Shorting" is a smokescreen for company dilution, conversion of Preferred B shares, and people who acquired shares with 3-4 leading zeros in the price selling for a sure profit, which is what a smart investor would do.

You are incorrect or you made that up.

There are no fees. There is no limit. For 7 weeks, additional B shares were converted at a 2000:1 ratio. Here's the conversion rules from the last annual report:

https://backend.otcmarkets.com/otcapi/company/financial-report/182310/content

SERIES B PREFERRED STOCK DESCRIPTION
DIVIDENDS. The holders of Series B Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion. LIQUIDATION RIGHTS. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series B Preferred Stock, the holders of the Series B Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount equal to $1.00 per share or, in the event of an aggregate subscription by a single subscriber for Series B Preferred Stock in excess of $100,000, $0.997 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) (the "Preference Value"), plus all declared but unpaid dividends, for each share of Series B Preferred Stock held by them. After the payment of the full applicable Preference Value of each share of the Series B Preferred Stock as set forth herein, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Corporation's Common Stock. CONVERSION AND ANTI-DILUTION.
(a) Each share of Series B Preferred Stock may be convertible, at any time by the respective holder, into the number of shares of the Corporation's common stock, par value $0.00001 per share (the "Common Stock"), equal to the price of the Series B Preferred Stock as stated in 2.6 of this Certificate of Designations, divided by one hundred times the par value of the Common Stock, subject to adjustment as may be determined by the Board of Directors from time to time (the "Conversion Rate"). For example, assuming a $2 price per share of Series B Preferred Stock, and a par value of $0.00001 per share for Common Stock, each share of Series B Preferred Stock would be convertible into 2,000 shares of Common Stock. Such conversion shall be deemed to be effective on the business day (the "Conversion Date") following the receipt by the Corporation of written notice from the holder of the Series B Preferred Stock of the holder's intention to convert the shares of Series B Stock, together with the holder's stock certificate or certificates evidencing the Series B Preferred Stock to be converted.
(b) Promptly after the Conversion Date, the Corporation shall issue and deliver to such holder a certificate or certificates for the number of full shares of Common Stock issuable to the holder pursuant to the holder's conversion of Series B Preferred Shares in accordance with the provisions of this Section. The stock certificate(s) evidencing the Common Stock
shall be issued with a restrictive legend indicating that it was issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and that it cannot be transferred unless it is so registered, or an exemption from registration is available, in the opinion of counsel to the Corporation. The Common Stock shall be issued in the same name as the person who is the holder of the Series B Preferred Stock unless, in the opinion of counsel to the Corporation, such transfer can be made in compliance with applicable securities laws. The person in whose name the certificate(s) of Common Stock are so registered shall be treated as a holder of shares of Common Stock of the Corporation on the date the Common Stock certificate(s) are so issued. All shares of Common Stock delivered upon conversion of the Series B Preferred Shares as provided herein shall be duly and validly issued and fully paid and nonassessable. Effective as of the Conversion Date, such converted Series B Preferred Shares shall no longer be deemed to be outstanding and all rights of the holder with respect to such shares shall immediately terminate except the right to receive the shares of Common Stock issuable upon such conversion. (c) The Corporation covenants that, within 30 days of receipt of a conversion notice from any holder of shares of Series B Preferred Stock wherein which such conversion would create more shares of Common Stock than are authorized, the Corporation will increase the authorized number of shares of Common Stock sufficient to satisfy such holder of shares of Series B submitting such conversion notice.
(d) Shares of Series B Preferred Stock are anti-dilutive to reverse splits, and therefore in the case of a reverse split, are convertible to the number of Common Shares after the reverse split as would have been equal to the ratio established in Section 2.4(a) prior to the reverse split. The conversion rate of shares of Series B Preferred Stock, however, would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split.
VOTING RIGHTS. Each share of Series B Preferred Stock shall have ten votes for any election or other vote placed before the shareholders of the Company.

Barn door was open for at least 7 weeks from their end of January financial report. Free conversions for the whole period.

Then there's this from your link:

(c) The Corporation covenants that, within 30 days of receipt of a conversion notice from any holder of shares of Series B Preferred Stock wherein which such conversion would create more shares of Common Stock than are authorized, the Corporation will increase the authorized number of shares of Common Stock sufficient to satisfy such holder of shares of Series B submitting such conversion notice.

So if one of their conversions causes the A/S to go above 6 billion, they have 30 days to correct themselves . . . wanna take bets on if that clock is ticking?

Rebranding . . . it's a thing:

http://noa-mobile.eu/store/product/noa-n8/

Sellers window with the PPS meandering between .5 to 1.5 cents per share until the next financials are published.

Did you run this to ground? Has there been a legal document for the "merger?"

They're probably just getting set up for a pre-sale, y'know, like comic core.

B share conversions that occurred in the 7 week window between the end of January and the meeting of the invisible board of directors where they allegedly changed the conversion rate are coming to market whenever they can generate a price pop, regular dilution, and some of those shares purchased with 2-4 leading zero's in the price being sold for sure profit.

Attempting to set up that "seller's window" between now and the next financials. Stock is dead once the share structure is known.

"Guidelines?"

Link me to these "guidelines."

They deceived investors on gagging the TA!

Read:

"We are also taking steps to ensure that we remain highly transparent and communicative with our shareholders. We have received a number of inquiries with respect to the company's share structure. The current transfer agent has an internal gag order that prevents the release of this information, which is contrary to the level of transparency that we wish to demonstrate. As such, we have begun the process of switching transfer agents, in order to make this information readily available to those who request it.

From this PR: https://www.prnewswire.com/news-releases/utopya-innovations-inc-a-wholly-owned-subsidiary-of-andiamo-otcpk-andi-announces-plans-for-ticker-change-and-more-300592503.html

What, exactly, is your definition of deception? Doesn't include an out and out lie?

Don't care what IR says, and even if I took their word at face value, the door was open for 7 weeks! You really don't believe there were 0 conversions since January 31 . . . surely.

I only see about 500,000,000 for debt conversion (and a reminder that Starkweather said that debts would be settled without diluting the stock) and another billion shares for B conversions and other dilutions. That conversion barn door was open for 7 weeks until it was exposed, reckon any other horses escaped (aka - additional conversions among those B shares)? And that is at least 7 weeks, other than a PR about the mystery "board of directors" (those who must not be named, apparently), there's nothing issued "legally" to close the door.

You can rationalize all you want, but the guys who held those B shares aren't stupid enough to hang onto them.

And there's not one single good reason (for investors) to gag the TA, doesn't matter what the ticker is. Not one.

No, the company had not done everything they said. In this PR, they say they're switching transfer agents so that the share structure would be transparent:

https://www.prnewswire.com/news-releases/utopya-innovations-inc-a-wholly-owned-subsidiary-of-andiamo-otcpk-andi-announces-plans-for-ticker-change-and-more-300592503.html

They didn't do that, they lied. Everybody on this board knows what a gagged TA means in OTC.

They also promised no dilution. When Utopya acquired control of ANDI, the O/S were 1,985,444,650. In the financial statement for period ending January 31, O/S are 3,579,209,650. Dilution has continued since then.

Those 2 things are far more critical in OTC land than anything that Loudon Green (or whatever) should mean to you and all other investors.

At the end of April, another fiscal quarter will end for ANDI and we'll get to see sometime in June what an additional 7 weeks of preferred B share conversions and additional dilution has done to the share structure. As we approach the date of the next financial report, this stock will die a slow, well deserved death.

Here’s the real iPhone 8 reveal event. The 39 ish seconds was a commercial from the reveal, event was much longer and involved real humans.

He doesn't work for them anymore, left in 2014, I think. He does have 4 GNC franchises in Florida under DVG Nutrition.

Hedge2019, your math is incorrect. Let's try it this way:

so you confirm INDIA market will be targeted by them as we suspected ?


https://www.statista.com/statistics/274658/forecast-of-mobile-phone-users-in-india/
ANDI-UTOPYA PPS POTENTIAL 80 CENTS 2018-2019

hedge2019 Friday, 04/06/18 10:36:33 AM
Re: emz post# 150911 0
Post # of 151055

ANDI-UTOPYA PPS POTENTIAL 80 CENTS 2018-2019:
IT IS VERY IMPORTANT TO KNOW THE MARKET UTOPYA WILL GO AFTER.
NOW THAT WE SAW THE FIRST PHONE OF THE LINE OF SEVERAL.

LET's CONSIDER INDIA SOLELY FOR NOW AND LET's FORGET RIDICULOUS DOLLARS PRICE PER SHARE HERE. A CONSERVATIVE BUT RELATIVELY OPTIMISTIC VIEW IS THE FOLLOWING:

CONSIDER ONLY THE INDIA SMART PHONES SALES: $24 Billion 2018-2021
120MILLION MORE SMART PHONES TO BE SOLD FORECAST FROM 2018 TO 2021 see link below.
CONSIDER LET'S SAY USD 200.00 PER SMART PHONE

CONSIDER ONLY ONE UTOPYA DEVICE

THAT IS A MARKET GROWTH FOR INDIA ONLY, OVER 3 YEARS, OF
USD 24 BILLION ( 120 million units x 200 $ )

IF UTOPYA GRABS ONLY 1 PERCENT: THAT IS $480 MILLION IN REVENUES ( ie 2.4million phones over 3 years or 800k units per year)

1% of 24 Billion is 240 Million. You're off by a factor of 2

IF WE CONSIDER A P/S RATIO OF 10 AS IT IS A GROWING START UP NEW BUSINESS: ( APPLE AND MOTOROLLA P/S RATIOS ARE IN 3-4 range !!!)
THAT MEANS A MARKET CAP OF USD 2.4B (5 x 480 Millions sales) SO CONSIDER 3 BILLION SHARES outstanding THAT IS A PPS OF 80 CENTS ( 2.4B/3B = USD 0.80)

When you do this, you only use 1 year of sales. You're off by a factor of 3 on that, however, after saying a P/S ratio of 10 is appropriate, you used 5. The last financial statement showed 3.5B O/S, and it is very very likely additional dilution has occurred.

NOT CONSIDERING ANY OTHER MARKET THAN THE INDIA MARKET !

https://www.statista.com/statistics/274658/forecast-of-mobile-phone-users-in-india/ abstract:
The statistic shows the number of mobile phone users in India from 2013 to 2019. For 2017 the number of mobile phone users in India is expected to rise to 730.7 million. In this same year the number of smartphone users in India is predicted to reach 340 million and could reach almost 468 million by 2021.

You know, a deal with a "partner" or a "distributor" would have made a great press release instead of a LOI to acquire a 2 week old holding company or acquiring "exclusive access" (aka - nobody wants them) to dead apps that haven't been touched in years, pretty easy to do, too. Wonder why they didn't do one?

They are not selling on Petco

He says they're on Rangeme.com, where buyers of Petco stuff are also because, well, Petco and a bunch of other retailers are on it as well (as well as having their own website). Typical OTC stuff, dropping a name of a real retailer to connect dots on 2 different pages for investors to pump the stock. Amateurish and silly game being played. Here's the exact wording:

Vet Online Supply, Inc. (OTC PINK: VTNL) (the Company), announces today that the company has been invited for an interview with a major broadcast studio, while at the same time has been notified by RangeMe.com that PetCo buyers now have access to the Company’s CBD Pet products.

Daniel Rushford, CEO and Chairman, stated, "The Company has been invited to do an interview with a major US Broadcast Studio. The company will release the interview after filming. Further, the company's holistic CBD Pet products can now be seen by Petco buyers in addition to thousands of other verified retail buyers already on RangeMe."

RangeMe.com creates a more efficient way for buyers and suppliers to meet, share products and do business. Their online platform manages proposals from thousands of suppliers across multiple categories, making it easy for buyers to quickly hone in on the products that are right for them, and share them with the world.

No, they're not. He says they're on Rangeme, and because Petco is also on there, he dropped their name. Typical OTC smokescreen, drop the name of a major retailer in hopes that somebody will connect dots for them.

Well, what was the O/S from the last financial report? 3.5B? Do you really think it is a stretch to expect another half billion when there were almost 2 months between that report's end date and the alleged cutoff near the end of March that the preferred B shares were still convertible?
Even accepting the 3.5B, that makes his math figure out to be $0.23 per share, which is still way off from $0.88/80 whichever it is.

That math is hosed:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=139874785

Yes, I'm sure. There are all sorts of power factor and phase angle correction hoaxes that have already come and gone. This company misrepresents VAR's (those magnetizing currents) as "wasted energy" that "returns to the utility" but can be "recycled." That's poppycock. It isn't true. They also misrepresent that the utility is generating 40% more energy to do that, which is also poppycock. They show an exaggerated inductive load being powered, then switch in capacitor banks and, viola, the amps go down. But you aren't charged for amps, you're charged for watts (X time, ie - watt-hours), and the utility doesn't use fuel to make amps, it uses fuel to make watts.

Now, between your house or business and the power plant's connection to the transmission grid, there are resistive losses in all the copper wiring of about 10% for all of the current that passes through it, including the "in phase" (watts) and "out of phase" (vars) portions. Typical utility power factor is better than 0.9, and they like to run at 1.0 (unity), but I'll use 0.9 as a factor, meaning that, if you eliminated all var load on the utility, it would only result in a reduction of 10% of those line losses. That means a utility might save 10% of 10%, or 1%, of their fuel cost by improving power factor to 1.0, and that typically isn't worth the effort. They will spank customers whose individual PF get lower than 0.85 and either place a capacitor bank near them or get the customer to do it. The utility will also put cap banks around the distribution system for voltage support, usually in the substations for residential or industrial areas. But here's the thing: Where it is necessary or desirable, it has already been/is being done, utilities know what to do, all industrial customers will have on-staff engineering that know what to do, transmission and distribution has been going on for decades and decades.

Any company that shoots a video like that and talks about "wasted energy" and how to recycle it is trying to sell you stock, figuring you won't google "power factor correction scam" or "phase angle correction scam" and find out what kind of snake oil they're selling.

Sorry to go semi-engineer on you, and I hope you take this in the spirit intended.

There are no savings. The problem statement is false, a red herring.

You don't believe that either.

From the "Money 101" board right here on Investorshub:

What is a "Gagged" Transfer Agent?

-A 'Transfer Agent' is a company's means of managing shareholder records, issuing and canceling stock certificates, and processing investor mailings. Some companies can act as their own transfer agent, but most often, especially with penny stocks, the job is outsourced to companies specializing in the business. Transfer agents are normally the most accurate, and often the only way of finding the current O/S, A/S, and float for a penny stock. Some will require a fax with shareholder details to retrieve the information, others simply a phone call or email. This type of transparency is desirable among investors.

A "Gagged" transfer agent is one which has been instructed by the company they are working for to not release information, such as the share structure. This is NOT a good situation. There is no legitimate reason for a company to gag their TA. It is almost always done to hide dilution. Without knowing the current number of outstanding shares, an investor has no idea if shares are being sold by the company. Concurrently, without knowing the number of authorized shares, the number of shares that can possibly be sold is not known either. Companies that practice this scam will often issue press releases, or other investor communication containing excuses for having the TA gagged. Unknowing investors will buy these up, and continue holding shares, or even buying more. We absolutely do not recommend touching a stock with a gagged TA, unless you are experienced with penny stocks, and it is purely a short term momentum play.

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=34432803

Currently sitting at 0.2125, but that doesn't matter . . .

His math is still hosed.

Your math is hosed:

1% of a $24B market is $240M, not $480M
That would be $80M per year. You've forgotten to divide by 3.
If your P/S ratio is accepted as realistic(!), and if you ignore all the other factors that investors and investment firms use to determine value(those tied to earnings, profit, and current financial status), that would be a market cap of $800M.
Additional dilution has occurred, no question about it. Shares are likely north of 4B now.
So, in your hypothetical math, you'd land at $0.20 per share, not $0.80 per share.

Well, it is fiction, pure hoax. There is no gas being spilled on the ground. You need 20W, you get 20W, you pay for 20W, period. This company is counting on potential investors not knowing how power delivery works. All this rhetoric about power "returning to the company and being wasted" is pure BS.

No, it isn't marketable. They are mis-characterizing the fundamentals of power delivery in order to give the illusion of a huge problem with a side order of an implication that utilities don't know what to do. That video is intended to sell stock.

It isn't that the "idea isn't new," it's been done the few times it was worthwhile. You don't need a chip or an algorithm to turn it on, just wire it up and switch it on if you're told you have to have one. It's a capacitor bank.

You guys need to do a little studying up on Watts and Vars, seriously, you are being misled. Watts you pay for, Vars you don't. Watts do the work in motors, heaters, etc. Vars do magnetization, period, to allow the motor to rotate. Vars do require current, but don't require fuel, other than to cover small heat losses.

That video hooked up a grossly exaggerated inductive load to a line with a power factor of about 0.35, typical is a much higher 0.85 or better, so of course the amps shows high. Then they hook up a simple capacitor bank (aka - vars in a power system) to increase that power factor and reduce amps. There's not one thing magical or innovative about it, studied it my sophomore year in 1979 on my way to a BSEE.

Yes, the amps required to make vars do cause heat and line losses mentioned previously, but those losses are about 4% in typical transmission systems, with another 4 - 6% for your local utilities hook up to your house. If a customer had such an inductive load that the power factor is less than 0.85, their utility might tell them to hook up a capacitor bank, might not, might put one nearby themselves, really depends on whether saving 15% of that 10% max losses (1.5% of the load to that customer) is worth chasing. But it isn't new, isn't innovative, and has been done. Utilities are very well aware of techniques to reduce losses when it pays to do so.

No wonder comments are prohibited on that video.

Sorry, meant to post about Watts and Vars in that other forum. You may delete this and view over there.

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=139854843

Some of the disgruntled gave their email addresses in their comments.

Here’s an easy thing to do. As a shareholder, tell them to ungag the TA. Whatever the truth is will be revealed.

It's most interesting that the two small companies you mentioned specifically started years and years ago and remain private companies, the same way a new startup with the next great bread slicer and ample venture capital to get going could do.
BLU could use some help in marketing, though, since their phones had the infamous "back door to China" allowing user data to be communicated and resulting in them being banned.
Sorry, but the hypish way this company has approached business wreaks of a stock sell.
1. Starkweather promises no dilution in the Q & A, yet dilution occurs, no question about it.
2. "Hey we're going to CES! CES! Contracts and rich folks gonna flock to our table!." Hollow hype leading up, nothing coming out.
3. "Hey we're going to the MWC in Barcelona! Barcelona! Sexy place! Contracts and rich folks gonna flock to our table!" The chorus of hype is deafening. Then a couple days before "we'll be attending the MWC to learn." Then there's the amateurish "hey, I wanna meet with you" tweet from the stranger on the day of arrival. Serious companies don't tweet vague meeting requests, obviously meant to drive/hold PPS. Then nothing from this tourism, either.
4. "We're changing TA's because they have an internal policy gagging themselves and we want to be transparent." Hogwash. Later "the (new) TA remains gagged since we want single point control over the information (translation - share structure) communication."
5. "We're revitalizing two software companies and have exclusive rights to 140 apps!" Two companies and apps that have been dead for years, exclusive rights to software cadavers.
6. "We're now a holding company!" So what?
7. "We've signed a LOI to acquire a CLEC Holding company!" Wait, what? That company was just created out of thin air, what value is that and why didn't you just make your own?
8. "Here's our financials." nodummy meticulously and factually exposes the dilution and the conversion rules for the preferred B shares, as well as past business relationships between the CEO and some holders of those shares in other "typical" OTC "businesses." "The board of directors has decided not to do that anymore." Two months must have been plenty of time for additional conversions by friends and family.
Call it what you will, but your nice writeup shows that a company that is trying to sell phones can do so without diving into an ugly shell and hyping it up to sell stock, in fact it would probably take less effort if the venture capital is what it is purported to be. Too many hollow and false promises from this company, but such is the OTC.

I'm counting on Aquaman, myself.

8 employees . . . surely adequate to go from 0 to cell phone sales for $100M in revenue in a year or so.
I hear they have "departments," too. They must be pretty thin in some of them. Also have a CMO, implying there are other managers/executives. Heard, too, they have a board of directors. Wonder who they are?

So, then, if they've produced a phone with invisible contracts and financing from friends/family/venture capitalists, et al, tell me again what the purpose of stepping into an ugly shell like this? I'd think they'd stay private . . . unless they wanted to sell stock or something.
By the way, would the phones be listed as assets/inventory on a financial statement?

Now, what manufacturer will agree to production of a phone for a "brand new" company that has no cash on the books to pay for it? You think they're going to take catchy slogans, PR's, tweets, and a YouTube video as collateral? Nope, if they were even considering tooling up for a run, they'd take a deep look under ANDI's hood.