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PACV S-1 offering closing within 4 weeks
PACV submitted several amended S-1 documents and it became effective August 6, 2021.
"This offering will terminate on the date which is 180 days from the effective date of this prospectus"
180 days from August 6, 2021 is February 2, 2022.
PACV was looking to raise up to $10 million and have made some deals so far. The company said their max price is 0.35 for the offering. It is likely that the company will attempt to push out huge news and issue more below that price before 4 weeks is up. Once this happens, the price could go back up to around $1 or crash another 99%.
PACV did mention...
"Presently, we expect that our officers and directors will personally contact existing shareholders, friends, family members and business acquaintances and inform them about the offering.
In addition, we may market the offering to institutional investors through our officers and directors. We may also offer our shares of common stock through brokers, dealers or agents, although we have no current plans or arrangements to do so."
S-1
https://www.sec.gov/Archives/edgar/data/882800/000149315221017009/forms-1a.htm
Effective time stamp S-1
https://www.sec.gov/Archives/edgar/data/882800/999999999521003099/xslEFFECTX01/primary_doc.xml
*The SEC has entered the lobby*..
We all watched bankrupt dog turds and digital meme tokens make people millions last year and this guy thinks that an ugly balance sheet on an OTC pink sheet company is going to scare people away.
My friend I am here to tell you, if people want to buy they will buy. GRST
Well this is the first time I have seen the company add price protection in the event of an uplist. Could be a sign they have plans to make that happen or else they would not include this language.
It has been about 10 months since they mentioned that western distribution operation LOI, likely that failed or took much longer than expected. Either way I hope to hear some type of expansion plans.
On the other hand, this company has murdered any previous shareholder so it is hard for me to recommend holding long here... but at this point, absolutely anything is possible.
Good luck.
On December 15, 2021, Pacific Ventures Group, Inc. (the “Corporation”) entered into a Securities Purchase Agreement (the “Agreement”) with an accredited investor (the “Investor”).
Pursuant to the terms of the Agreement, the Investor purchased a $330,000 face amount promissory note (“Note”) and warrant to purchase 2, 200,000 shares of Corporation common stock (“Warrant”) from the Company for a purchase price of $300,000.
The Note bears a 12 month term and any remaining unpaid balance at the end of the term is subject to interest at the rate of 18% per year.
The Note is convertible at a price of $.04 per share except that if the Corporation’s common stock is listed on Nasdaq(“Uplist”) within 180 days of the date of the Note, then the conversion price is equal to 75% of the per share offering price of a share of common stock in any secondary offering in conjunction with the Uplist (or 70% if a unit offering).
The Agreement and Note carry customary market events of default and covenants. The Warrant has a five year term and an exercise price of $0.15 per share except if there is an Uplist, then the exercise price shall be 125% of the per share or per unit offer price in any offering in conjunction with the Uplist. The Warrant carries exercise price protection on the Warrant exercise price for any offerings at a price less than the Warrant exercise price then in effect and standard pro rata antidilution for stock splits and the like.
The higher the price goes, the more boob has to work. Lets push that ask higher this week :D
In the recent 8k they sure made it sound like a NASDAQ uplist is coming soon.. Not sure how they plan to do that there is many requirements that they do not meet yet.
Nearly the entire OTC has seen a decline since last March, maybe its time we see some life again. Going to keep my eyes on GRST I hope to see a price correction and update on debts soon.
Mental health and addiction treatment facilities make revenue from much more than just beds. Outpatient and therapy services can bring in just as much. The new GRST facility has only been open 1 year. Hope they expand these services and increase revenue.
LOL is lazy too you should write that out :D
Actually the stickies do have links to the filings and PR. You just choose to display different info from those links. The difference is, people know when they trade in the OTC pink sheets that companies have debt and dilution. Thats why no one cares about what you post.
You know when yesterday was record volumes and today 0 volume, there is some sketchy activity going on. Share price continues to crash 99.9% and likely will lose 99.9% again over next few weeks and months.
Obviously not. That website has 2 reviews, a 1 star and a 5 star. The 1 star was posted by someone like Bubae.
There is no ongoing investigation of ARIA unless it is private, and no private DEA agent is going to reach out to 1 random person who had a bad experience and thought the staff was boring....
Or, maybe they are selling cocaine out of the basement. Who knows. Maybe he can help pay down the debts with this side cash. Maybe ill buy some. Who knows.
Amazon has 1 star reviews saying they are slave owners I better liquidate my whole portfolio.
What you say is opinion and what I posted was from the filing and PR. What happens in the future, who knows. Why would you say "Even now Ethema doesnt own anywhere near 75% of ARIA" that is a false statement.
GRST closed on the purchase and unless the buyers exercised their options to purchase shares of ARIA, which we do not publicly know yet, then GRST holds 75%. If and when they do, GRST still owns / controls ARIA for 5 years.
A new facility that opened its doors 12 months ago having any net earnings at all is an accomplishment. You act like this is Microsoft we are trading here.. take a breather man.
" So now according to the latest PR they intend to purchase the facility from which ARIA operates by leveraging the Canadian property?
I guess "off balance sheet structure" means that again, others will own the rights to assets, but shareholders will pay the expenses right? Pretty easy sell for toxic financiers actually. "
No, that is not what that means.
The purchase will be an off-balance sheet structure whereby the Company will be the General Partner in a limited partnership which will use debt and equity from Limited partners as the structure to own the property.
This will eliminate the need to raise equity in Ethema directly and as the General Partner, Ethema will still benefit from the ownership of the property.
GRST Update and 10Q GREAT NEWS
Revenue increase almost 1000% yoy
$89,829 to $866,432 per quarter
74% increase of assets
$3,822,466 to $6,656,080
" The facility became profitable in the seventh month of operation and has been profitable every month since. "
The Company has also made the decision to move forward with the purchase of the property at 950 Evernia Street, West Palm Beach, Florida. The purchase will be an off-balance sheet structure whereby the Company will be the General Partner in a limited partnership which will use debt and equity from Limited partners as the structure to own the property.
This will eliminate the need to raise equity in Ethema directly and as the General Partner, Ethema will still benefit from the ownership of the property. Ethema also plans to implement the same structure for its Canadian property which will also improve the Balance sheet. The U.S. limited partnership will be raising $1,500,000 in equity and the Canadian limited partnership will be raising CDN$1,500,000 in equity.
GRST already owns the property in Canada and is now looking to complete the purchase of the property their new ARIA facility is located on in Florida. This mention of a new partnership could be interesting to learn more about.
Press Release November 22, 2021
https://www.globenewswire.com/news-release/2021/11/23/2339427/0/en/Ethema-Releases-Third-Quarter-Results.html
SEC 10Q quarter 3
https://www.sec.gov/ix?doc=/Archives/edgar/data/792935/000172186821000835/f2sgrst10q111721.htm
Honestly man that has been on their website for 2 years now. I am curious if Shawn will update the company website like he mentioned on the Twitter feed several months ago.
I am looking to add shares and am watching closely. Adding some today and possibly Monday morning. If the Q3 is good, will add more. If not, there better be something awesome in the works.
I believe within the next 10 days we will see this stock either crash or explode. Several variables could effect this.
I believe this is the "final straw" 10Q. If the numbers look worse and the revenue barely moves, this could be in some serious trouble. The market will likely react different to this Q than any other. It was mentioned that the revenues would kick in for the Q2 of this year, but the closing transactions landed during Q3.
How many notes and warrants that have been sold, and how many remain.
I am also curious on the status of the escrow agent. There was more tied to that agreement than just purchasing 75% of ARIA. GRST is purchasing 75% of ATHI who owns ARIA. I am not able to find all of the entities that ATHI owns, if any other than ARIA. Laurence Hawkins is the guy who signed off on the ATHI papers and it appears he controls The Q Global Trust and Peace of Mind Counseling.
Also tied to this escrow was the options for Leonite and others to purchase some of the shares of ATHI from the original loan agreements last year. Once the escrow closed, this would be enabled. They are able to purchase a large stake in the ARIA facility that GRST has control over for at least 5 years. This purchase does not cost much to them since GRST made them a great deal for lending them money.
CEO has been very quiet in past few months. This could be a sign of trouble or maybe he is working on a huge deal that will be announced. Or maybe even knows there are lots of shares that need sold and is letting the price get nice and low for his friends before making big moves.
10Q should be interesting. Maybe Monday morning? Good luck everyone
Toxic lenders and company tank the stock 99% and they still can not attract any buyers. Absolutely terrible investor relations and marketing from the company and its advisors.
$2 million market cap for a company posting $40 million revenue... There is something very very wrong. They do not care about their common shareholders at all. I regret ever recommending this stock.
You post all that but forget to highlight the most important part
" Transferee agrees that for a period of 5 years from the date hereof, all voting rights of all optioned shares or shares received pursuant to this Agreement shall be assigned to Ethema. "
That 8k, section 10.23 for Leonite, describes that those options may not result in any of the buyers to acquire a beneficial ownership of ARIA.
What you post is all true from the filings of course, but lets not act like GRST signed ARIA away in options to buyers lol...
With the Florida University campus buying and building all around the ARIA property, I wonder if GRST could catch some funding from the state. There could even be other investors who want the property ARIA is located, or the college could sponsor GRST to provide mental health and addiction treatment services.
The 5 year agreement that the current tenants have on the Canadian property owned by GRST wholly owned subsidiary Cranberry Cove expires in 2 months. This property I believe has a $3 million book value and GRST gave the option for the tenants to purchase for up to $10 million or sign for a new 5 year lease.
Leonite is/was the largest lender for GRST and they have a large stake in Cranberry Cove. This stake was basically given to Leonite as part of a loan agreement. I am more curious about Leonite than I am Labrys Fund.
The past few months have been ugly here. And really ugly in general for the whole OTC. There could be some exciting events in the near future. Not sure about the stock price atm...
When people like that lose all their money on a stock from poor trading, it creates a phycological trigger for them to hope the worse possible outcome for the company and its supporters / shareholders.
Sometimes they take the negative data from the company and exaggerate it to scare people away for a better price ( a crime in the equity market )
It is not a crime to post ugly data from filings. It is a crime to take data, add speculative statements and then use it to create panic / fear in others. Someone said they bought shares and that user responded making them feel like it was the worse decision of their life. That is actually a crime but attorneys usually do not pursue if the worth is under $50k.
Thankfully it has very little effect on a board like this. That person thinks they are doing something special lol.
It could even be someone who works for the company. Shawn could have paid someone to post the ugly conversion info over and over just as a courtesy because the stock is going to crash. Doubt it, but who really knows. Best to just cringe and move along.
Several days ago there was a report that all cryptos had about $3 trillion value combined. If crypto did not exist, a very large sum of money would still be trading in the stock market and mostly OTC.
It is no secret that almost every small company and so much of the OTC back in February - March had massive spikes in price followed by several months of decline after large sell offs. There has been some sketchy activity in the markets the past 2 years now and the sentiment is very cold in the OTC.
Most of these runs early in the year were artificial and had nothing to do with the company or balance sheet. Back in December 2020 heavy loading of sub penny stocks took place from large buyers. When you reach a certain status, you are only a phone call away from knowing what the market will do next..
These orchestrated runs in Feb-March drew in large amounts of new buyers with 500% + runs being common during this time. Around that same time, the transfer began to the crypto markets. Just look at DOGE. Massive run April-May. The media and celebrities helped pump and market these newer cryptos that the general public did not care to research before this point. Any crypto purchase 12+ months ago was "early" and you should be doing great now.
Institutions and firms, market makers and banks, all have much more control over the major markets than OTC. This is why the indices for major companies are still at all time highs while most of the OTC is about back down to the lows.
One thing is for sure. Either the major markets or crypto will crash sometime soon. And when this happens, the other asset market will benefit greatly. Especially with trillions of dollars in value for crypto.. I would like to see that return back to the markets honestly.
Wow man why are you so salty? Every time someone posts support or cheers for the company, they hit a soft spot in you. Not to be mean but it looks like you lost all your money and got bullied as a kid.
I do not currently have shares here but I cringe every time I see your posts. OTC pink sheet dilution, nothing new. I recommend large cap + companies if you want a better balance sheet. Complaining about OTC pink companies dilution is like complaining there is too much water in the ocean.
Some of the promotional cheering content can also be a bit much I agree.. but lets be honest there hasnt been much cheering for a while here at GRST...
99% loss here over few weeks. Either the company defaulted and lost all of their assets or their advisors said fuck it and thought it would be a great idea to attract buyers.
PACV should be involved with a lawsuit for a total loss for any previous shareholders. All recent statements show the company "doing great" and the stock plummets 99%.
The correct answer would be that the stock is down -85% from its high, not 650%.. that literally makes no sense lol..
Thanks for sharing your opinion. One has to wonder why such an amazing successful professional financial advisor like yourself would choose a pink sheet OTC company where dilution is common to spend all your time complaining about dilution?
One also must wonder how much you have lost here to dedicate that amount of effort.
I truly hope you accomplish what you are here to do. I hope you succeed.
That is not a GRST facility. That is what you get when you do 30 seconds of DD on google search..
GRST owns that property, not the operation. And that link is to a free public complaint library that any angry crackhead can write something on.
The Greenestone Muskoka Treatment Facility is located in Bala, Ontario at 3571 Highway 169. The property is 43 acres in size and contains approximately 48,000 square feet of buildings. The property is owned by Ethema’s wholly owned Canadian subsidiary CCH and has been leased to the new owner of the Muskoka Clinic for a term of five years, which ends on February 28, 2022.
The Lease gives the tenant an option to extend for three additional five (5) year terms, an option to purchase the property at any time for a purchase price of $7,000,000 in the first thirty six (36) months of the term and thereafter at a purchase price increased by $1,500,000 for each successive year up to a maximum of $10,000,000, and a right of first refusal in the event of a sale to a third party.
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000792935/000172186821000524/f2sgrst10q081521.htm
https://www.sec.gov/Archives/edgar/data/0000792935/000172186821000220/f2sgrst10k041221.htm
You said GRST does not own property, and that is false. Look at the 10K and go under Land / Property. There is $3 million in property. I do not need to provide a link, you have plenty of them already.
GRST owns $3 million worth of property if you look at the filings that you post so frequently.
" No property is owned and Ethema (GRST) "
Just correcting your false statement so you don't mislead people.
I believe most dont want to hear from you again honestly..
Imagine listening to boob and missing out on another run :D
Well this ARIA facility is a startup. The last ARIA facility was shut down at the end of 2019 from the landlord selling the property, and early 2020 a godlike amount of debt converted. The new ARIA facility on Evernia street opened its doors to the public about 1 year ago now.
CEO is still recovering from those very devastating events. The director Cliff is a great guy at ARIA and I believe this operation will be much more successful. It also helps GRST owns the property this time..
Are you a financial advisor or investor relation for GRST?
PACV stock has been dipping in price for 5 years straight. Forget the dip, lets see this trend up for the first time in history...
GRST adding again - time to make more money here!
Are you a financial advisor or investor relation for GRST?
XTRM added and watching. Looks like a nice bottom price formed and could work its way up. The balance sheet here looks nice for OTC pink
Honest question. What do you gain from your posts here? "Just letting new investor be aware of the notes and dilution"
Are you a financial advisor or investor relation for GRST?
This morning you made a post:
"" Outstanding share count increase today. an increase of 151,939,392 new shares and the third increase since last Friday. It looks like that "Joshua Bauman" note converted for a little more than the 143 million that I though it would.""
This was false information and you followed that up by a quote and link to previous filings to make it seem more legit.
Not sure why you think the only revenue is from just 40 beds.. The company has listed:
17 rehab programs
9 substance abuse programs
5 therapy programs
They also offer outpatient services that can create large sources of revenue.
Actually it was an increase of 60 million added today. On September 27 the OS was 3,051,047,811 like in the screenshot I posted that day.
92 million of which were restricted added Tuesday.
Also, there is no way to know that it was the Joshua Bauman note that converted. Pure speculation.
Just clearing things up here..
None the less, shares were issued..