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The parameters change depending on what I'm searching for. But basically I want some low limit of volume, some limit on price and some type of pattern. There are times I want a sector, dividend amount, Institutional Ownership and operating margin level. I have no standard catch all setup.
Finviz video
Who was your broker?
You need to read the last few Q disclosure filings. And read about funding, past & present. If the company is PINK that's some times impossible.
Here's an example of what area to check for recent funding action. Say anything in Q4 2012 or Q1 2014, for the latest hot stock at IHUB. KNSC
This one happens to be a good filer. As the report has history details not always included in 1 report. Others may require reading 2 or 3 Q's , not just 1. To get the same level of outstanding funding deals and possible conversion rights/restictions attached.
http://ih.advfn.com/p.php?pid=nmona&article=61514363
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Note 9 Convertible Promissory Note (Related Party)
The Company had entered into a temporary administrative services agreement with iVoice in 2004. The administrative services agreement continued on a month-to-month basis until December 31, 2008 at which point the agreements were suspended by mutual consent of the parties.
In March 2008, the administrative services agreement was amended to provide that accrued and unpaid administrative services shall be segregated and converted into a Convertible Promissory Note. The principal and interest shall be due and payable as follows: (a) interest shall accrue monthly on the unpaid balance and shall be paid annually, and (b) principal shall be payable on demand.
On March 5, 2008, the Company converted its outstanding accounts payable to iVoice, Inc. for unpaid administrative services in the amount of $50,652 into a convertible promissory note at the rate of prime plus 1 percent per annum. Additional amounts of $42,209 were added to this note based on any unpaid administrative services, and will accrue interest at the above specified rate from date of advance until paid.
On June 17, 2009, Kenneth P. Glynn (a related party) acquired this debt from iVoice, Inc. The Note holder may elect payment of the principal and/or interest, at the its sole discretion, owed pursuant to this Note by requiring the Company to issue either: (i) one Class B common stock share of the Company par value $.01 per share, for each dollar owed, (ii) the number of Class A common stock shares of the Company calculated by dividing (x) the sum of the principal and interest that the Note holder has decided to have paid by (y) eighty percent (80%) of the lowest issue price of Class A common stock since the first advance of funds under this Note, or (iii), payment of the principal of this Note, before any repayment of interest.
On June 19, 2013, the Company issued an aggregate of 2,200,000,000 shares of Class A common stock to Mr. Glynn as repayment of $88,000 of convertible debt and accrued interest. These shares contain a restrictive legend which will limit Mr. Glynn’s ability to liquidate these into the open market.
On June 26, 2013, the Company issued a Promissory Note to Mr. Glynn for $180,000 representing earned and unpaid deferred compensation. This note matures on July 1, 2013 and upon default becomes convertible into Class A common stock at a conversion price of 50% of the lowest closing price of the last ten trading days prior to notice of conversion. As of September 30, 2013, the outstanding balance on the Promissory Note was $180,000 plus accrued interest of $0.
Note 10 Convertible Debenture and Derivative Liability
On March 30, 2007, the Company issued a Secured Convertible Debenture (the "Debenture") to YA Global Investments (f/k/a/ Cornell Capital Partners) (“YA Global”) for the sum of $1,000,000 in exchange for a previously issued notes payable for the same amount. The Debenture has a term of three years, and pays interest at the rate of 5% per annum. YA Global has the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to eighty percent (80%) of the lowest closing Bid Price of the Common Stock during the five (5) trading days immediately preceding the Conversion Date. YA Global may not convert the Debenture into shares of Class A Common Stock if such conversion would result in YA Global beneficially owning in excess of 4.99% of the then issued and outstanding shares of Class A Common Stock. The Conversion Price and number of shares of Class A Common Stock issuable upon
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conversion of the Debenture are subject to certain exceptions and adjustment for stock splits and combinations and other dilutive events. Subject to the terms and conditions of the Debenture, the Company has the right to redeem ("Optional Redemption") a portion or all amounts outstanding under this Debenture prior to the Maturity Date at any time provided that as of the date of the Holder's receipt of a Redemption Notice (i) the Closing Bid Price of the of the Common Stock, as reported by Bloomberg, LP, is less than the Conversion Price and (ii) no Event of Default has occurred. The Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium ("Redemption Premium") equal to twenty percent (20%) of the principal amount being redeemed, and accrued interest, (collectively referred to as the "Redemption Amount"). During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred, the full principal amount of this Debenture, together with interest and other amounts owing in respect thereof, to the date of acceleration shall become at the Holder's election, immediately due and payable in cash, provided however, the Holder may request (but shall have no obligation to request) payment of such amounts in Common stock of the Company. Furthermore, on addition to any other remedies, the Holder shall have the right (but not the obligation) to convert this Debenture at any time after (x) an Event of Default or (y) the Maturity Date at the Conversion Price then in-effect. The debenture is secured by substantially all of the assets of the Company.
On July 26, 2010, the convertible debenture with YA Global Investments, LP was amended and restated in order to replace the existing debenture with five (5) debentures of $208,707.74 each. The term of the debentures were amended to extend the due date until July 29, 2011. The amendments had the effect of reclassifying $156,199 of non-interest bearing accrued interest into the secured convertible debentures.
During the year ended December 31, 2010, YA Global Investments, LP assigned the debentures that it held to E-Lionheart Associates, LLC (“E-Lionheart”) with an aggregate value of $1,043,539. This was done in conjunction with the execution of a Securities Purchase Agreement with E-Lionheart whereby E-Lionheart will purchase from the Company up to $500,000 of convertible debentures which will provide new financing for the Company. The new convertible debentures are due on August 9, 2011 and have conversion rights essentially the same as YA Global.
During the year ended December 31, 2011, the Company issued an additional 577,597 (462,077,400 pre-reverse split) shares of Class A common stock to E-Lionheart for repayment valued at $143,244. The difference in the market value and the reduction in debt of $46,208 was charged to beneficial interest in the amount of $97,036.
On July 29, 2011 and August 9, 2011, the Company had defaulted on the terms of the E-Lionheart Convertible Debentures and as such, the full principal amount of these Debentures, together with interest and other amounts owing in respect thereof, shall become at the Holder's election, immediately due and payable in cash, provided however, the Holder may request (but shall have no obligation to request) payment of such amounts in Common stock of the Company.
As of September 30, 2013, the outstanding balance on the E-Lionheart Convertible Debentures was $626,123. During the calendar year 2011, the Company notified E-Lionheart that the Company was disputing the balances due upon this debenture due to miscalculations of the effective conversion rates used by E-Lionheart and as of the date of this filing, the dispute has not been settled.
In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Debenture met the criteria of an embedded derivative, and therefore the conversion feature of this Debenture needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 5.6%; expected dividend yield: 0%: expected life: 3 years; and volatility: 165.62%. The accounting guidance instructs that the conversion options are a derivative liability. As such, in March 2007 the Company recorded the conversion options as a liability, recorded a debt discount of $1,000,000, and charged Other Expense - Loss on Valuation of Derivative for $124,479, resulting primarily from calculation of the conversion price. For the six months ended June 30, 2013, the Company recorded a Gain on Valuation of Derivative in the amount of $1,154,814. For the year ended December 31, 2012, the Company recorded a Loss on Valuation of Derivative in the amount of $613,148. The Company has not done valuation of derivative during the quarter.
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On August 9, 2010, the Company entered into a securities purchase agreement with E-Lionheart to purchase up to $500,000 of convertible debentures from the Company. Amounts due under this debenture are due on or before August 9, 2011 and pays interest at the rate of 5% per annum. E-Lionheart has the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to eighty percent (90%) of the lowest closing Bid Price of the Common Stock during the five (5) trading days immediately preceding the Conversion Date. E-Lionheart may not convert the Debenture into shares of Class A Common Stock if such conversion would result in YA Global beneficially owning in excess of 4.99% of the then issued and outstanding shares of Class A Common Stock.
On August 9, 2011, the Company had defaulted on the terms of this Debenture and as such, the full principal amount of this Debentures, together with interest and other amounts owing in respect thereof, shall become at the Holder's election, immediately due and payable in cash, provided however, the Holder may request (but shall have no obligation to request) payment of such amounts in Common stock of the Company.
In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Debenture met the criteria of an embedded derivative, and therefore the conversion feature of this Debenture needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: 1 years; and volatility: 301.66% to 308.06%. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the issue dates, the Company recorded the conversion options as a liability and recorded a debt discount of $143,408. For the six months ended June 30, 2013, the Company recorded a Gain on Valuation of Derivative in the amount of $816,899 on the fluctuation in the current market prices. For the year ended December 31, 2012, the Company recorded a Loss on Valuation of Derivative in the amount of $450,598 on the fluctuation in the current market prices. The Company has not done valuation of derivative during the quarter.
On August 26, 2011 and November 22, 2011, the Company issued two convertible promissory notes, in an aggregate of $65,000, to Asher Enterprises, Inc. (“Asher”). Amounts due under these notes are due on or before May 30, 2012 and August 28, 2012, respectively, and pays interest at the rate of 8% per annum. Asher has the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to fifty five percent (55%) of the Average of the lowest three (3) Trading Prices of the Common Stock during the ten (10) Trading Day period immediately preceding the Conversion Date. Asher may not convert the note into shares of Class A Common Stock if such conversion would result in Asher beneficially owning in excess of 4.99% of the then issued and outstanding shares of Class A Common Stock.
On March 13, 2012, the Company amended the terms of the August 26, 2011 note to change the Variable Conversion Price to equal thirty five (35%) multiplied by the average of the lowest two Trading Prices of the Common Stock during the thirty (30) Trading Day period immediately preceding the Conversion Date.
During the year ended December 31, 2012 the Company issued an aggregate of 63,885,238 shares of Class A common stock to Asher for repayment of debt valued at $105,230. The difference in the market value and the reduction in debt of $25,600 was charged to beneficial interest in the amount of $79,630. During the nine months ended September 30, 2013 the Company issued an additional 363,852,814 shares of Class A common stock to Asher for repayment of debt valued at $113,498. The difference in the market value and the reduction in debt and accrued interest of $30,200 was charged to beneficial interest in the amount of $83,298.
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As of September 30, 2013 and December 31, 2012, the outstanding balance on these Convertible Promissory Notes was $10,700 and $39,400, respectively.
In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Debenture met the criteria of an embedded derivative, and therefore the conversion feature of this Debenture needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: .75 years; and volatility: 212.29%. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the issue dates, the Company recorded the conversion options as a liability, recorded a debt discount of $65,000, and charged Other Expense - Loss on Valuation of Derivative for $24,294. For the six months ended June 30, 2013, the Company recorded a Gain on Valuation of Derivative in the amount of $129,917 on the fluctuation in the current market prices. For the year ended December 31, 2012, the Company recorded a Gain on Valuation of Derivative in the amount of $83,610 on the fluctuation in the current market prices. The Company has not done valuation of derivative during the quarter.
On June 8, 2010 and June 22, 2010, the Company executed two wrap-around agreements, in an aggregate of $337,000, to assign amounts due under various Promissory Notes due to GlynnTech, Inc to EPIC Worldwide, Inc. (the “Investor”). The wrap-around agreements also modified the original terms to extend the due dates by one year, to include provisions to allow the Investor to convert the amounts due into common stock at a 50% discount of the average three deep bid on the day of conversion and to increase the interest rate to 15% after a 60 day interest free period.
On June 22, 2011, the Company had defaulted on the terms of the 2nd wrap-around agreements and as such, the default interest rate was increased retroactively to 24.99% on the remaining balance of the debt.
On March 6, 2012, the Company consented to the cancelation of the wrap around agreement with EPIC Worldwide and the reassignment of a new wrap around agreement with ATG, Inc. for $50,000 plus accrued interest of $26,050. Concurrent with the cancelation of the wrap around agreement, the Company also recorded a Gain on Valuation of Derivative in the amount of $154,201 on the retirement of the derivative liability.
On March 6, 2012, the Company consented to the reassignment of the outstanding balance of the EPIC Worldwide wrap around agreements to ATG, Inc. (“ATG”). The outstanding balance of principal and accrued interest was $76,050. ATG subsequently entered into an Assignment and Assumption Agreement with UAIM Corporation (“UAIM”) to assign $10,000 of these funds from ATG to UAIM. Amounts due under these agreements are due on or before March 6, 2013 and pays interest at the rate of 15% per annum. ATG and UAIM have the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to $0.0005 per share. ATG and UAIM may not convert these agreements into shares of Class A Common Stock if such conversion would result in ATG or UAIM beneficially owning in excess of 4.99% of the then issued and outstanding shares of Class A Common Stock.
During the year ended December 31, 2012, the Company issued an aggregate of 11,200,000 shares of Class A common stock for repayment of $5,600 of convertible debenture in lieu of cash pursuant to the terms of the wrap around agreement.
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As of September 30, 2013, the outstanding balance on these agreements was $70,450.
In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Debenture met the criteria of an embedded derivative, and therefore the conversion feature of this Debenture needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: 1.00 years; and volatility: 295.14. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the issue dates, the Company recorded the conversion options as a liability, recorded a debt discount of $76,050, and charged Other Expense - Loss on Valuation of Derivative for $2,925,649. For the six months ended June 30, 2013, the Company recorded a Gain on Valuation of Derivative in the amount of $43,396 on the fluctuation in the current market prices. For the year ended December 31, 2012, the Company recorded a Gain on Valuation of Derivative in the amount of $2,954,881 on the fluctuation in the current market prices. The Company has not done valuation of derivative during the quarter.
On February 16, 2012, March 14, 2012 and November 27, 2012, the Company issued an additional three (3) convertible promissory notes, in an aggregate of $60,000, to Asher Enterprises, Inc. (“Asher”). Amounts due under these notes are due on or before November 21, 2012, December 19, 2012 and March 1, 2014, respectively, and pays interest at the rate of 8% per annum. Asher has the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to fifty five percent (55%) of the Average of the lowest two (2) Trading Prices of the Common Stock during the twenty (20) Trading Day period immediately preceding the Conversion Date. Asher may not convert the note into shares of Class A Common Stock if such conversion would result in Asher beneficially owning in excess of 4.99% of the then issued and outstanding shares of Class A Common Stock.
As of September 30, 2013, the outstanding balance on these Convertible Promissory Notes were $60,000.
In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Debenture met the criteria of an embedded derivative, and therefore the conversion feature of this Debenture needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: .75 and 1.19 years; and volatility: 278.05%, 301.94% and 473.96%, respectively. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the issue dates, the Company recorded the conversion options as a liability, recorded a debt discount of $60,000, and charged Other Expense - Loss on Valuation of Derivative for $115,115. For the six months ended June 30, 2013, the Company recorded a Gain on Valuation of Derivative in the amount of $147,208 on the fluctuation in the current market prices. For the year ended December 31, 2012, the Company recorded a Loss on Valuation of Derivative in the amount of $214,003 on the fluctuation in the current market prices. The Company has not done valuation of derivative during the quarter.
In conjunction with the consent and assignment of $45,000 of the Basner note (see Note 11) to Southridge Partners II LP (“Southridge Allonges”), the Company consented to provide Southridge with the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to sixty percent (60%) of the lowest closing bid price of the Common Stock during the five (5) trading days immediately preceding the Conversion Date. Southridge may not convert the note into shares of Class A Common Stock if such conversion would result in Southridge beneficially owning in excess of 9.99% of the then issued and outstanding shares of Class A Common Stock.
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During the year ended December 31, 2012, the Company issued an aggregate of 58,102,182 shares of Class A common stock for repayment of $45,000 of convertible debt to Southridge in lieu of cash pursuant to the terms of the Securities Transfer Agreement.
In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Southridge Allonge met the criteria of an embedded derivative, and therefore the conversion feature of this debenture needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: .25 years; and volatility: 368.97%. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the issue dates, the Company recorded the conversion options as a liability in the aggregate of $75,519, recorded a debt discount in the aggregate of $45,000, and charged Other Expense - Loss on Valuation of Derivative in the aggregate for $30,519. For the six months ended June 30, 2013, the Company recorded a Loss on Valuation of Derivative in the amount of $5,535 on the fluctuation in the current market prices. For the year ended December 31, 2012, the Company recorded a Gain on Valuation of Derivative in the amount of $42,589 on the fluctuation in the current market prices. The Company has not done valuation of derivative during the quarter.
On January 30, 3013 and March 11, 2013, the Company issued two convertible promissory notes, in an aggregate of $10,000, to Southridge Partners II LP (“Southridge Debt”). Amounts due under these notes are due on or before January 31, 2014 and March 31, 2014, respectively. Southridge has the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to the lesser of (a) $0.01 or (b) fifty percent (50%) of the lowest closing bid price during the twenty (20) trading days immediately preceding the Conversion Date.
As of September 30, 2013, the outstanding balance on the Southridge Debt was $10,000.
In conjunction with the consent and assignment of $93,700 of the Basner notes, DeJonge notes and Opal notes (see Note 11) to Star City Capital, LLC (“Star City Allonges”), the Company consented to provide Star City with the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to fifty percent (50%) of the lowest closing bid price of the Common Stock during the five (5) trading days immediately preceding the Conversion Date. Star City may not convert the note into shares of Class A Common Stock if such conversion would result in Star City beneficially owning in excess of 9.99% of the then issued and outstanding shares of Class A Common Stock.
During the year ended December 31, 2012, the Company issued an aggregate of 132,365,250 shares of Class A common stock for repayment of $24,969 of convertible debt and interest to Star City in lieu of cash pursuant to the terms of the various Securities Transfer Agreements.
During the nine months ended September 30, 2013, the Company issued an aggregate of 918,100,200 shares of Class A common stock for repayment of $48,553 of convertible debt and interest to Star City in lieu of cash pursuant to the terms of the various Securities Transfer Agreements.
As of September 30, 2013, the outstanding balance on the Star City Allonges was $17,170.
In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Star City Allonge met the criteria of an embedded derivative, and therefore the conversion feature of this debenture needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: .25 years; and volatility: 373.96%. The accounting guidance instructs that the conversion options are a
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derivative liability. As such, on the issue date, the Company recorded the conversion options as a liability of an aggregate of $38,090, recorded a debt discount of an aggregate of $25,000, and charged Other Expense - Loss on Valuation of Derivative for an aggregate of $13,090. For the six months ended June 30, 2013, the Company recorded a Gain on Valuation of Derivative in the amount of $65,513 on the fluctuation in the current market prices. For the year ended December 31, 2012, the Company recorded a Loss on Valuation of Derivative in the amount of $24,595 on the fluctuation in the current market prices. The Company has not done valuation of derivative during the quarter.
In conjunction with the consent and assignment of $8,400 of the DeJonge notes (see Note 11) to Vera Group, LLC (“Vera Group”), the Company consented to provide Vera Group with the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to fifty percent (50%) of the lowest closing bid price of the Common Stock during the twenty (20) trading days immediately preceding the Conversion Date. Vera Group may not convert the note into shares of Class A Common Stock if such conversion would result in Vera Group beneficially owning in excess of 9.99% of the then issued and outstanding shares of Class A Common Stock.
On March 31, 2013, the Company issued a 10% Convertible Promissory Note to Vera Group. Amount due under this note is due on or before March 31, 2014. Vera Group with the right to convert a portion or the entire outstanding principal into the Company's Class A Common Stock at a Conversion Price equal to fifty percent (50%) of the lowest closing bid price of the Common Stock during the twenty (20) trading days immediately preceding the Conversion Date. Vera Group may not convert the note into shares of Class A Common Stock if such conversion would result in Vera Group beneficially owning in excess of 9.99% of the then issued and outstanding shares of Class A Common Stock.
During the nine months ended September 30, 2013, the Company issued an aggregate of 169,190,000 shares of Class A common stock for repayment of $8,460 of convertible debt and interest to Vera Group in lieu of cash pursuant to the terms of the various Securities Transfer Agreements.
As of September 30, 2013, the outstanding balance on the Vera Group was $5,000.
In accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Southridge Allonge met the criteria of an embedded derivative, and therefore the conversion feature of this debenture needed to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes model with the following assumptions: risk free interest rate: 2.25%; expected dividend yield: 0%: expected life: 1.13 years; and volatility: 464.43%. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the issue date, the Company recorded the conversion options as a liability of an aggregate of $19,868, recorded a debt discount of an aggregate of $5,000, and charged Other Expense - Loss on Valuation of Derivative for an aggregate of $14,868. For the six months ended June 30, 2013, the Company recorded a Gain on Valuation of Derivative in the amount of $10,484 on the fluctuation in the current market prices.
Note 11 Promissory Notes
On June 15, 2011, the Company issued a promissory note, in an aggregate of $25,000, to Stuart W. DeJonge (“DeJonge”). Amounts due under this note are due on or before January 15, 2012 and pays interest at the rate of 9% per annum. On January 15, 2012, the Company defaulted on this note and as such, the lender may take whatever action he may elect to recover his loss while continuing to accrue 9% interest. In February 2013, the Company consented to the assignment an aggregate of
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$28,770 of the DeJonge note and accrued interest to affiliates of Star City Capital, LLC and Vera Group, LLC. On February 27, 2013, the Company issued replacement promissory notes, in the aggregate of $20,000. On May 7, 2013, the Company issued a replacement promissory note that provides conversion rights in the event of default after February 28, 2014. As of September 30, 2013, the outstanding balance on the new DeJonge notes was $20,000 and accrued interest of $1,062.
On July 12, 2011, the Company issued a promissory note, in an aggregate of $15,000, to Opal Marketing Corp. (“Opal”). Amounts due under this note are due on or before March 15, 2012 and pays interest at the rate of 7% per annum. On March 15, 2012, the Company defaulted on this note and as such, the lender may take whatever action he may elect to recover his loss while continuing to accrue 7% interest. On February 19, 2013, the Company consented to the assignment of $15,000 of the Opal note to affiliates of Star City Capital, LLC. As of September 30, 2013, the outstanding balance on the Opal Marketing Corp. note was $0 and accrued interest of $1,671.
On July 22, 2011, the Company issued a promissory note, in an aggregate of $100,000, to Charles M. Basner (“Basner”). Amounts due under this note are due on or before March 22, 2012 and pays interest at the rate of 7% per annum. On March 22, 2012, the Company defaulted on this note and as such, the lender may take whatever action he may elect to recover his loss while continuing to accrue 7% interest. During the year ended December 31, 2012 and the six months ended June 30, 2013, the Company consented to the assignment an aggregate of $100,000 of the Basner note to Southridge Partners II LP and to Star City Capital, LLC. During the year ended December 31, 2012 and the six months ended June 30, 2013, the Company issued replacement promissory notes, in the aggregate of $91,600. On May 7, 2013, the Company issued a replacement promissory note that provides conversion rights in the event of default after February 4, 2014. On July 1, 2012, the Company consented to the assignment of one of the GlynnTech, Inc promissory notes from GlynnTech to Charles Basner in the amount of $50,000. All terms of the original note are unchanged. On May 7, 2013, the Company issued a replacement promissory note that provides conversion rights in the event of default after July 1, 2013. As of September 30, 2013, the aggregate balance on the Basner notes was $141,600 and accrued interest of $16,758.
On July 22, 2012, the Company issued a promissory note, in an aggregate of $25,000, to Fred Erxleben. Amounts due under this note are due on or before January 25, 2013 and pays interest at the rate of 10% per annum. On January 25, 2013, the Company defaulted on this note and as such, the lender may take whatever action he may elect to recover his loss while continuing to accrue 10% interest. As of September 30, 2013, the outstanding balance on the Fred Erxleben note was $25,000 and accrued interest of $2,979.
Note 12 Capital Stock
Pursuant to Kenergy Scientific's certificate of incorporation, as amended, as of June 30, 2013, the Company is authorized to issue 1,000,000 shares of Preferred Stock, par value of $1.00 per share, 10,000,000,000 shares of Class A Common Stock, no par value per share, 50,000,000 shares of Class B Common Stock, par value $0.01 per share, and 20,000,000 shares of Class C Common Stock, par value $0.01 per share. Below is a description of Kenergy Scientific's outstanding securities, including Preferred Stock, Class A Common Stock, Class B Common Stock, and Class C Common Stock.
On March 5, 2012, the Company amended its Certificate of Incorporation to increase the number of authorized Class A Common Stock Shares to 625,000,000, as authorized by the Board of Directors and adopted by the shareholders on February 15, 2012. The effect of this amendment was to increase the authorized shares from 125,000,000 to 625,000,000.
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On November 28, 2012, the Company amended its Certificate of Incorporation to increase the number of authorized Class A Common Stock Shares to 4,000,000,000, as authorized by the Board of Directors and adopted by the shareholders on November 15, 2012. The effect of this amendment was to increase the authorized shares from 625,000,000 to 4,000,000,000.
On June 11, 2013, the Company amended its Certificate of Incorporation to increase the number of authorized Class A Common Stock Shares to 10,000,000,000, as authorized by the Board of Directors and adopted by the shareholders on April 1, 2013. The purpose of this amendment was to increase the authorized shares from 4,000,000,000 to 10,000,000,000.
a) Preferred Stock
As of June 30, 2013, Kenergy Scientific has issued 75,000 shares of Preferred Stock to Southridge Partners II LP (the “Investor”), pursuant to the terms of the Equity Purchase Agreement. These shares shall be convertible at the option of the Investor into shares of the Company’s common stock at a conversion price equal to seventy percent (70%) of the average of the two (2) lowest Closing Prices for the five (5) trading days immediately preceding a conversion notice. The Preferred Stock shall have no registration rights.
For the year ended December 31, 2012, the Company had the following transactions in its Preferred stock:
i) The Company issued 75,000 shares of Preferred Stock, $1.00 par value, to Southridge Partners II LP, pursuant to the terms of the Equity Purchase Agreement finalized on July 16, 2012
For the nine months ended September 30, 2013, the Company had the following transactions in its Preferred stock:
i) The Company issued an aggregate of 86,304,147 shares of Class A common stock in exchange for an aggregate of 12,730 shares of Preferred Stock, $1.00 par value, to Southridge Partners II LP, pursuant to the terms of the Equity Purchase Agreement finalized on July 16, 2012
b) Class A Common Stock
As of September 30, 2013 and December 31, 2012, there are 10,000,000,000 and 4,000,000,000 shares, respectively, of Class A Common Stock authorized, no par value, and 5,217,475,719 and 1,480,028,558 shares, respectively, were issued and outstanding.
Each holder of Class A Common Stock is entitled to receive ratably dividends, if any, as may be declared by the Board of Directors out of funds legally available for payment of dividends. The Company has never paid any dividends on its common stock and does not contemplate doing so in the foreseeable future. The Company anticipates that any earnings generated from operations will be used to finance its growth objectives.
For the nine months ended September 30, 2013, the Company had the following transactions in its Class A common stock:
(a) The Company issued an aggregate of 363,852,814 shares of Class A common stock for repayment of convertible debenture and accrued interest in lieu of cash, valued at $113,498. The difference in the market value and the reduction in debt of $30,200 was charged to beneficial interest in the amount of $83,298.
(b) The Company issued an aggregate of 918,100,200 shares of Class A common stock for repayment of convertible debenture and accrued interest in lieu of cash, valued at $173,198. The difference in the market value and the reduction in debt of $48,553 was charged to beneficial interest in the amount of $124,645.
(c) The Company issued an aggregate of 169,190,000 shares of Class A common stock for repayment of convertible debenture and accrued interest in lieu of cash, valued at $23,735. The difference in the market value and the reduction in debt of $8,460 was charged to beneficial interest in the amount of $15,275.
(d) The Company has issued an aggregate of 86,304,147 shares of Class A common stock upon conversion of an aggregate of 12,730 shares of Convertible Preferred Shares with Southridge Partners pursuant to the terms of the Equity Purchase Agreement finalized on July 16, 2012.
(e) The Company issued 2,200,000,000 shares of Class A common stock to Mr. Glynn as repayment of $88,000 of deferred compensation and accrued interest that Mr. Glynn earned in 2009, 2010 and 2011. These shares contain a restrictive legend which will limit Mr. Glynn’s ability to liquidate these into the open market.
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Yep today my trade plans reaped, closed 2 and opened 2, on the S&P all boats market action.
Out of FWLT on a flag play early. Don't like the emotion gap. I did this before here recently and had to re-enter higher. The cost of safety is only what you miss. And that cost you noting but words like "could have should have". And in the long run, I'm still there making money. So closed for only 3% this time. Got 5% last time. On a $30 stock that's good. FWKT is one of my old fav's, been trading it for years and years.
Also sold CHYR for 10%. That one was a quick "V" bottom. I'm seeing a lot more "V" bottom plays then usual.
Entered KUTV speaking of "V" bottoms.
And also ISR on a pennant.
Both closed on emotion days. I'm not so happy about that. Need to watch these close and may require early exit if emotion changes too quick.
Got my second double at REDG. First was a rush hour day trade 15 minutes .0035 to .006. Second re-entered @ resistance break.008 Fri, took profits .016 today.
I don't think anyone at the board is playing REDG with me. But any following this one. IMO don't look back this time. Exhaustion candle closed me today. Volume interest coming down. And it ran like a full out pump & dump. Don't expect a comeback or flag to form.
http://stockcharts.com/h-sc/ui?s=REDG&p=D&yr=0&mn=3&dy=0&id=p15915570354
Oh yea; Tis the OTC BB spring darkside game cycle. Don't get to confident, with all the new action. 3 months from now, things will slow for new plays again. Just keep taking those profits. Large or small.
Can't help with that.
Yea I remember Asher from years ago and they didn't dump cheap shares quit, then. They played the OTC game like all. This topic has caused a hiccup in my experience. Now one needs to watch out for which VC is involved and causes more work then just share structure research. But it's all part of trading. One must always adjust to prevailing factors. Just plays havoc with ones comfort zone once a OTC play starts. Less greedy VC's means less greedy gain expectations. And highlights the need to take profits faster when playing these days. My Temp Job play has changed from 3 months to 1 1/2 months now also. Everything is faster now days.
I love the Verizon vs. Cable internet service ads, where they compare download speeds of 10 seconds for Verizon and 45 seconds for cable. Like 35 seconds matters !!!! Now days it does, I guess. Feel sorry for our kids having to live when seconds matter.
Why is it that some VC's can be greedy and some can't? Something in the notes agreement?
I'd have concern in holding for continuation, then. Asher has been sucking the up side out of PMCM also. And many other OTC plays, I've been told, by those following this day trade subject closer then I have recently.
Forgot to mention in the S&P video; if it decides to break 1880 top resistance, instead of 1800 bottom support. Both the Symmetrical triangle and Channel patterns project a 1920 upside target. Also the volume is pointing toward down, the past few days. So we're waiting for 1800 or 1920 S&P targets. Who knows. Volume, StockRSI and CMF are supporting south, but all negative and positive info is only a few days old.
Thank you
Big boarders and charting students. A Must Read
A few days ago I posted about my S&P concern. (link back) Would like to highlight that concern. As the past 4 days has increased concern, with the lack of any decision. As a matter of fact the indecision has created a multitude of possibilities and a chartist's dream. Or nightmare. LOL WHAT NEXT ?
Being so many overlapping chart patterns that; I've not seen before. Which promoted me to do this chart, for those trying to learn charting, this one is cool.
Decided to do a video of it to explain how I came up with so many chart patterns.
I mistakenly call ADX - DMI many times in the video. It's the ADX (the black line in the DMI graph) which shows if a strong move is expected. Not DMI. DMI is the combination of ADX DI+ & DI-.
Keep in mind chart reliability on the OTC depends on the level of manipulation, timing, and volumes involved. The longer it takes before any continuation from the first move. The lower the odds the darkside has more shares for sale higher.
LBTG
If you saw VERT dumping there is doubt about a typical OTCX game play. If the 2 volume spike days were insiders and friends loading up after an attention pop. There is a chance for a darkside play to come.
I've recently learned VCs can be greedy and some can not and dump debit conversion. The problem in determining which; is when one see's an M&M stacking the bid and closing it. Without that daily price action knowledge you can't know if volume spikes are accumulation by friends and insiders or VC dumping for what ever gain they can get.
Two weeks ago I would have thought the attention pop would indicate a possible darkside play. And any volume spikes after was insiders buying before the real run. Now the question is did VERT act as a non greedy VC seller, or insider buyer? Who is the VC, Asher dumps.
A close friends father passed away yesterday and I would be thankful for any prayers for him on his next step. Thanks for mentioning Mr. Guise in your prayers.
First the SEC report is not an offering. It's a declaration of ownership.
Second the report does not give the price the 34 mil shares were issued at. Could be .001 par value, could be higher. Don't know.
Third the $187k are other issued debit notes owned by Tarpon Bay Partners LLC , but can't convert yet. Because the 34 mil shares ownership is 9,9% of the OS at the date of the ownership filing. And those debit notes include an ownership over 10% of the company common restriction.
So basically the VC's other notes, $187k worth, have not yet been converted, until new shares are issued, increasing the OS.
Thus as of March 27,2014 the OS must be 340 mil. And the AS increase from 250 mil to 1 bil up for vote at the Dec 2013 Special Meeting of Shareholders must have passed. Because 340 mil OS is larger then the pre meeting 250 mil AS.
Until new funding takes place and new shares are issued for the funding. This VC is stuck with $187k of debit they can't convert.
No idea about any prices involved. But .001 par is a reasonable guess, with the stock price around .001/.0014
Buying rush hour runs is a conflict of trading style. I haven't posted about lately. I frown on buying emotion. But recommend buying top resistance break.
The problem is, my place orders the night before, gets me caught many times. But keep it the back of your mind. If you buy breakout emotion you have a 50/50 chance for success or failure. At least that's my experience.
And most all opening runs retrace around 10 am, to reload. How far no one knows. That's why I would never buy the opening run. But would buy the opening bounce. Because a bounce is to sell the reload and a run is to sell the prior accumulation.
QASP
You already bought high. Why conceder buying more, before retrace or continuation??
I don't like todays volume. Less then half the day before, when you bought on emotion. Sneeze Saying little to no dark continuation selling into volume support.
Good Luck
Bet you bought the rush hour price spike, while watching! And I just complemented you on some self control.
Another thing I haven't mentioned lately. Don't trade rush hour runs. Even if they break top resistance. Only rush hour bounces. Bounces still have high risk, unless day trading. I'd say about 50% of my OTC entries with a standing buy above top resistance, fail, if the break is a run starting at the open.
ETRM is not an OTC game stock though.
My thoughts are: It's in a forming channel. That's what you call double tops and double bottoms, a forming channel. One should expect the channel confirmation on the third top or bottom bounce. Once confirmed it becomes a tradable pattern. Buy the bottom, sell the top, until breakout up or down. Study the chart pattern;
http://stockcharts.com/school/doku.php?id=chart_school:chart_analysis:chart_patterns:rectangle_continuati
Back in Feb 2013 something BAD happened to the company business causing an Island Reversal pattern dive. This is normally a long term pattern, which requires what I call volume in/volume out for confirmed climb to reach previous price levels. What happens is as the company corrects the error, retail begins to invest long again. Walking the low price back up to the island top resistance. The breakout of this resistance level needs to equal the volume seen on the down day, at the breakout up day, to be trusted. This has happened at ETRM. That's good, as eventually one should expect prior price to be reached.
Weekly chart
But for now the channel hasn't confirmed and once it does, you need to see it's top resistance to be broken, before continuation to previous price levels. Channels can last from 3 to 5 touches. Basically this one has a long time before one should expect any follow thru. But to be honest, that's how medical equipment companies go. They normally are long investments based on financials, fundamentals and product & contract pipe lines.
If it bounces off $1.80, you can trade for $2.60 channel top. That bounce will confirm the channel as third bottom bounce..
Daily chart & channel
http://stockcharts.com/h-sc/ui?s=ETRM&p=D&yr=0&mn=6&dy=0&id=p90949915781
Have no idea. Any push is up to those manipulating the stock price, in the first place. Without them, it won't run again. Without a new run, it will retrace. Or at least that's my experience, with OTC stocks.
BTZO
Needs second push from darkside.
It's been treading water for too long. And when an OTC stock is left one it's own, without help retail gets bored and leaves. They want runs.
Ps; I didn't say crash. I said holding.
DEWM
Be thankfull it's still holding price.
ECOS
IMO waste of time
Yes I am looking to get into more around 1-5$ range now but am less experienced tradi ng nasdaq stocks for obvious reasons and dont really know where to start
I see a calmer less emotion trader evolving in your posts. Or at least an emotional trader that thinks now. Your doing great, yesterday you were all emotional about PMCM, but used logic to decide to sell on your own today.
The trading process of being lucky and unlucky, with your trades, is becoming thought out and that in itself is great. Not jumping in what ever pops in front of you is a more stable trading style.
I recall a few weeks ago you had to be all in, every day, at the OTC. Now your becoming logic driven, over emotion driven.
Happy for your successful trade.
Soon you should start thinking about creating a portfolio diversified between markets and trading styles.
LBTG & STVB
LBTG
Research share structure. Attention pop got the retail volume interest up to 100 mil, for a triple zero stock. But the 24th didn't continue after 2 weeks. That tells me it's not ready yet, if it happens. If you find new funding shares odds for an eventual darkside run will increase.
STVB
If 30 bil is for sale, well worth a weekly watch for the attention pop. That's a day trade if it happens. After any attention pop expect real run 2 weeks to a month or so later.
Want to mention the S&P is starting to cause concern to me. It's not continuing past the "V" bottom high through back point, 1880. What's happening now, with the consolidation period lasting 2 weeks (a little long) is not normal, for that chart pattern.
My big board portfolio is doing OK, but watching the up/down market signal of 1880 break continuation or 1840 support retrace break, has me watching closely. What happens will effect if I continue to buy the big boards or go to the sidelines for a while.
http://stockcharts.com/h-sc/ui?s=$SPX&p=D&yr=0&mn=6&dy=0&id=p27073323153
NYXO
Research share structure for new shares in big guys hands. It did have it's attention pop a month or so ago. So it could be the start of a new darkside play.
Would like to say again, the OTC works in cycles. Lots of new dark plays in spring and fall. With runs summers and winters. And pennylanders should expect non pot stocks to come alive.
IMO the spring cycle is starting.
Link back REDG heads up last night.
REDG gave me a double today. In @ .0035 out .006. In the first 15 minutes. Lucky hunch and got up for open day trade. Went back to bed. LOL
http://stockcharts.com/h-sc/ui?s=REDG&p=D&yr=0&mn=3&dy=0&id=p51172712666
PMCM hint
I'm selling enough to cover my original entry costs with gains and hold free shares. On 2 chart pattern targets at the same point, being reached. Made a mistake and thought I had a standing sell all order there. Evaluated today, after close and decided to hold free shares on a continuation gamble.
Old chart
New chart
TTDZ looks very positive. Follow thru will confirm. I'm still waiting for FITX to do the same. Sware they have shares available for sale, not being sold yet.
REDG had a nice single bottom bounce today on no news. That means SMOKE. Could use some share structure research.
LOL and it isn't pot related, I think at this point. Comic books, .0035 looks reasonable for entry.
http://stockcharts.com/h-sc/ui?s=REDG&p=D&yr=0&mn=6&dy=0&id=p00557915992
LATF & BAYP worth watching for top resistance break entry. PMCM been in and added today.
Calm breath take profits when they present. I'm happy also but with lots less emotion. Added to my .003 @ .04. Caution, Asher could start dumping at bid again any time.
Gaps happen on emotion and when emotion corrects, it corrects in both directions.
HEB is BIO PHARMA, which are high risk/high emotion plays. As for the chart; short term it hit the channel target in 1 day. Long term it is coming out of an island reversal with volume in / volume out. If it wasn't a Bio, I like it's odds for filling the large gap to .65 / .70. But it is a high emotion Bio, so I wouldn't expect any type of continued climb, without hot news.
Great to hear. Finding a big board trading style that works for you and gradually re-leaving the OTC stress is exactly how I morphed. I like the $5 to $15 area most of the time. But will go $1 to $5 when nothing is seen at the OTC and place my 10% of my OTC portfolio there, for the adrenalin rush. Can still get 25% in some chart pattern cases.