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Further, the Company also paid in full the existing outstanding balance owed by Seller on its line of credit established with NAT West in the total amount of $90,000. Until such time as the Company has a market capitalization equal to or greater than $100,000,000, the shares received by Seller are entitled to anti-dilution protection for certain dilutive issuances, not including issuances to employees, consultants, lenders, or other goods or service providers.
FROM 10Q Nov 21,2011
13. Subsequent Events
Acquisition Agreement- Tarsin, Inc.
On October 4, 2011, Consorteum Holdings, Inc. (the “Company”) entered into an Acquisition Agreement (the “Agreement”) with Tarsin LTD, a company organized under the laws of the United Kingdom (“Seller”), whereby the Company purchased 100% of the issued and outstanding shares of Tarsin, Inc., a Nevada corporation (“Tarsin Subsidiary”), from Seller for a total of 100,000,000 shares of the Company’s common stock issued at a deemed issuance price of $0.12 per share. Until such time as the Company has a market capitalization equal to or greater than $100,000,000, the shares received by Seller are entitled to anti-dilution protection for certain dilutive issuances, not including issuances to employees, consultants, lenders, or other goods or service providers. Pursuant to the Agreement, Seller further agreed to, on or before December 30, 2011, grant to the Company an exclusive, royalty-free, worldwide perpetual license to use, distribute, and sell its CAPSA Mobile Platform technology in consideration for $500,000 from the Company. The Company is further obligated to provide or procure working capital to Tarsin Subsidiary as follows: (1) $750,000 no later than January 1, 2012, and (2) an additional $500,000 no later than June 1, 2012. The Agreement contains customary representations, warranties and indemnification rights and obligations of the parties. The description of the Agreement set forth above is qualified in its entirety by the full text of the Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by this reference.
On November 4, 2011, Consorteum Holdings, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Acquisition Agreement (the “Agreement”) with Tarsin (Europe) LTD, a company organized under the laws of the United Kingdom (“Seller”). Pursuant to the Amendment, the Company purchased 100% of the issued and outstanding shares of Tarsin, Inc., a Nevada corporation (“Tarsin Subsidiary”), from Seller for: (1) a total of 24,500,000 shares of the Company’s common stock issued at a deemed issuance price of $0.10 per share; and (2) a cash payment of $3,000,000 to Seller as follows: (i) $200,000 no later than January 30, 2012, (ii) $800,000 no later than March 31, 2012, (iii) $1,000,000 no later than July 31, 2012, and (iv) $1,000,000 no later than December 31, 2012. Further, the Company also paid in full the existing outstanding balance owed by Seller on its line of credit established with NAT West in the total amount of $90,000. Until such time as the Company has a market capitalization equal to or greater than $100,000,000, the shares received by Seller are entitled to anti-dilution protection for certain dilutive issuances, not including issuances to employees, consultants, lenders, or other goods or service providers. Pursuant to the Amendment, Seller further agreed to grant to us an exclusive, worldwide perpetual license to use, distribute, and sell its CAPSA Mobile Platform technology in consideration for a 12.5% royalty fee calculated on future net revenues from the use of the CAPSA Mobile Platform technology. The Company is further obligated to provide or procure working capital to Tarsin Subsidiary as follows: (1) $300,000 no later than December 31, 2011, and (2) an additional $250,000 no later than March 31, 2012 and (3) an additional $1,150,000 no later than December 31, 2012.
ICPA 10q out Friday. Small share structure and good future business project will take this stock higher. Monday can be huge buying pressure.
Buy @ Ask and Sell @ ASK
Top 10 Active Stock Market Forums
5. ICPA IC Places, Inc.
We need updates regarding 8K and 10Q . However, We can easily move up with news. I believe it will go from .01 to ---
.01 to .015
.015 to .025
.025 to .05
After break .05 it can move .20
After .20 to .29 and .029 to .40 and above.
For this we need 8K new updated, OTC website updates with Share structure.
It is just my opinion. I believe this stock can go between .40 to .50 in future if we have solid PR with share structure and buying pressure.
Majority don't read 8k And 10Q. I am not worried about that. I go through all the documents and I know where the stock will go in coming days. It is time to hold and buy. IMO
I think it will go soon because bid is moving up.
Why don't you think Monday will be bid @ penny?
I think AUTO time before market close.
Yesterday AUTO was on bid. I think if AUTO move the bid higher and aggressively start moving it will go through penny before the news. IMO
There is a lot of room to run .01
Need bid support to take this penny land.
hard to enter when the news out. This stock has good share structure.
Buying pressure can be anytime. Step by step we will reach penny soon. iMO
Possible breaking penny soon.
I think CSRH is going to repeat GBTR history. IMO
weekly trading pattern up,down and up.
R/S is the main requirement for merge. Majority of the shares issued to covered the company expenses and services. Management is holding majority shares. It will move up. IMO
If everyone read 8K and 10K in detail and do their own DD then they find out the value of this stock. IMO
Hopefully ASCM's has some action today and .015 will become bid tomorrow. IMO
I hope any PR will be out very soon.
That's the way this stock to trade. Right now it will move up . IMO
Option excercis price per share .15 due in future giving us indication where the price per share will go. IMO
Quarter Ended September 30, 2009
High 0.650
Low 0.150
It was .65 in 2009 and hopefully Tarsin merge will put this stock on this level.
Tarsin merge is a big revenue generating source. Majority of share are holding insiders. Option exercise price per share .15 in next year. Step by step moving higher. IMO
More about Tarsin inc
http://www.tarsin.com/platform.html#concept
HOW IS THE BUSINESS OF CONSORTEUM SUB ORGANIZED?
The following comments apply to our business model which includes our operations in Consorteum Sub, and My Golf Rewards Canada Ltd. We own 75% of My Golf Rewards Inc. We intend to delay the launch of our golf rewards program until such time as the overall financial health of the golf industry supports our marketing and sales.
The majority of our initiatives to date use the `Prepaid Card’ as the cornerstone. A Prepaid Card is similar to a traditional credit card except it is pre-loaded with funds belonging to the cardholder, which he can then use wherever the payment card is accepted, including on the internet and abroad. There is usually no credit involved since the only money available to spend is the money the cardholder, or another source on instruction from the cardholder, such as an employer or a governmental agency, deposits to the card. However, with the acquisition of Tarsin, we are now positioned to recast our prepaid initiatives with a customized mobile application that can provide new financial transactional services to our targeted customers. We believe that our new capabilities will help us differentiate our product offerings.
The Prepaid Card industry allows its customers to gain the desired convenience they may not otherwise be afforded where day to day banking needs are concerned. As a system integrator, we have the ability to leverage our relationships with multiple suppliers in order to address the specific requirements of these day to day banking needs. We will initially target two key markets and will develop and implement financial services, stored value/prepaid cards, payment, and transaction processing solutions for these key areas:
1.The Unbanked/Underbanked
2.Payroll /Benefit
1.THE UNBANKED/UNDERBANKED
The unbanked/underbanked population includes individuals who receive government benefits, benefits payments, payroll checks, and other types of payments, but currently have minimal or no banking relationship.
Traditionally, banks have not focused on the unbanked/underbanked customer base due to increased costs and risks. It is very expensive to service customers via a branch teller, especially when that customer is carrying a zero balance. Banks charge an average of $8 - $15 per month for a zero balance checking account, an obvious deterrent for those who more often than not would carry a zero balance. In addition, the unbanked/underbanked usually do not qualify for credit cards and mortgages so banks have little opportunity to turn them into profitable customers.
Due to increased credit requirements and security measures at banks, often the only alternative for the unbanked/underbanked is to use expensive check cashing outlets whose fees average 2% - 5% to cash a single paycheck. Many immigrant workers transfer funds each pay period to support relatives in foreign countries via check cashing outlets or wire transfers. Fees can amount to $60 per transfer, another major obstacle for the unbanked.
Two-thirds of existing check cashing customers (the ‘underbanked’) have bank accounts but seek more convenient financial services. The remaining customers (the ‘unbanked’) have been ignored by mainstream financial institutions and seek alternatives to provide them with basic financial services.
One potential market for our services in this area is the growing Hispanic population in the United States. According to the July 1, 2008 U.S. Census statistics, approximately 46.9 million people, which represents approximately 15% of the total United States population of 307 million, are Hispanic, making them the country’s largest minority group. Approximately 73.7% of full time, year round Hispanic workers earn less than $35,000 per year. This is usually an indicator for consumers with little or no banking relationship who may rely on alternative providers for their financial service needs. Approximately sixty-seven percent of Hispanics in the U.S. are originally from Mexico, with the second largest group (14.3%) originating from Central and South America. In 2008, over $67.5 billion was transferred from the U.S. to Latin America and the Caribbean, and that same year, $25.1 billion went to Mexico alone.
The underbanked represent a new market for our mobile publishing. The penetration of smartphone technology allows us to develop banking applications that can reach the underbanked with new services that can be tied to their prepaid debit cards and managed from their handsets.
2.PAYROLL /BENEFIT/MOBILE DELIVERY
Debit and Credit is overtaking cash in transaction volume, generating large volumes of transaction fees, allowing branded, prepaid Consumer Financial Services such as payroll and benefits cards to be successful. It is estimated that in 2006 there were 7 million payroll cards in circulation in the United States. The number of United States payroll cards is expected to increase to 17.5 million in 2010. Research done by the Aite Group projects spending through use of payroll cards will soar to $27.1 billion by 2009. Payroll and benefits cards provide employees and benefits recipients (many of whom are ‘unbanked’ or ‘underbanked’) with immediate access to their payroll or benefits payments. Cardholders can use their card at an ATM (Automatic Teller Machine), pay for purchases at the point-of-sale or pay bills online. Payroll and benefits cards are welcome everywhere credit cards are accepted worldwide, including Internet and mail order/telephone order (MOTO) merchants. Cardholders receive monthly statements and can obtain account information online, at ATMs, or by calling a toll-free number for customer service.
Upon enrolment into the payroll or benefits program, the participant will receive a personalized, re-loadable prepaid payroll or benefits card. Each pay period, the participant’s funds are automatically deposited into their individual card account by their program administrator. Cardholders use their cards to obtain cash and pay for purchases as they would with a traditional credit card. Corporate employers can offer the payroll cards to any or all of their employees.
Unbanked consumers are the primary target audience, particularly part-time and temporary employees and employees without checking accounts, those who do not wish to use their checking accounts for direct deposit, and consumers who receive recurring benefits payments. Convenience-minded employees, with or without checking accounts, who elect to have a portion of their paycheck deposited onto a payroll card for budgeting purposes are also targets.
Holders of common equity
As of October 13, 2011, we had approximately 250 record holders of our common stock. The number of record holders was determined from the records of the transfer agent and does not include beneficial owners of common stocks whose shares are held in the names of various security brokers, dealers and registered clearing agencies.
Existing Solutions and Limitations
Multimedia Messaging Service
One possible solution is the use of MMS (Multimedia Messaging Service) to send pictures and videos. MMS is a standard developed by the Open Mobile Alliance, an industry consortium. MMS can be an effective way to send pictures from one person to another, but as the mobile experience moves from photo to videos and more importantly from point to point communication to social networks, MMS may begin to encounter substantial scalability issues. MMS approaches sending of rich media with a lowest common denominator to provide a video experience that will be common across handsets rather than providing the best possible experience a handset can provide. More specifically, MMS does not work consistently for video.
Other limitations of MMS include:
a.File size limitation. MMS videos are generally limited in duration by file size. Limits include 10, 15, or 30 second duration for video, and file size is often limited to 100, 200, or 300 Kbytes. These limits can be imposed both by carriers and by handset makers.
b.MMS video is not stored in “The Cloud.” An MMS file is generally not accessed easily from a PC. If the mobile phone user switches to another handset, that user must often first manually transfer the MMS picture or video to PC and then transfer it back to the new handset, a cumbersome process.
c.Conversation limitations. MMS does not allow a fluid interface for back and forth “video conversations.” You cannot easily comment on someone’s MMS video.
d.Difficulty interfacing with social networks. While it is possible to post an MMS picture or video to a Facebook or Twitter account, it does lend itself to a feature rich mobile experience.
e.Standard setting delays. As new technologies to enhance MMS are developed, their adoption will be governed by the MMS standards setting process. This is likely to result in significant delays in enhancement, implementation, and evolution of the technology.
f.Video on Mobile Phones. Most major manufacturers of mobile phones already have, or plan to, deliver handsets with video capabilities into the market, often with multiple tiers of devices with unique profiles. Dozens of companies have developed and continue to maintain databases that capture the differences between handsets, at significant expense.
Smartphones. Smartphones have emerged as a fast growing sector of the market, blending multi-media, data and internet access and mobile communications. The smartphone market, most of which by definition is media enabled, will be a growth market that will allow carriers to add a variety of revenue streams attached to data and multi-media messaging. The market, demand for video sharing services will grow dramatically. Mobile phone equipment manufacturers continue to offer new phones with additional capabilities while the mobile phone carriers will need to enhance their 3G and soon 4G networks to allow users to take advantage of these capabilities.
Video and Picture Sharing Approaches. The current market is highly fragmented, with many companies and organizations offering service for the mobile phone video and picture market.
IF the Pr hits hard to get in. People are buying bid and ask . IMO
OUR SALES AND MARKETING STRATEGY
Strategy
We provide end to end mobile offerings within the following markets:
Mobile Marketing Services – Providing loyalty card and group offerings to Casino’s and Hotel chains , allowing the property to have a presence with the members via SMS, MMS and mobile application offerings, creating a one to one marketing connecting ties to points, rewards and offerings.
Mobile Sports Book (real time) – Providing all the end to end mobile infrastructure from, cloud hosting, application design, mCommerce, authentication, security, location services and application publishing for sports book operators globally.
Mobile Lottery – Providing a turnkey offering to allow lottery operators to take their retail proposition to mobile, from the application design, mCommerce, security and publishing.
With these three key main service offerings targeted at gaming and consulting services to enhance and create customer offerings we have in place to take a bricks and mortar proposition to an ever increasingly mobile world.
Sales and Distribution
We have existing business partners that we are currently completing development on the above listed services. We expect development to be completed in the fourth quarter 2011. We intend to extend our US base of business development to Canada, South America and Europe.
INTELLECTUAL PROPERTY
We have to take an aggressive position to protect the intellectual property behind our CAPSA platform with over 12 patent pending positions filed over the last 3 years. Other intellectual property that has been licensed as part of our current business deals include cloud development and deployment technology, operating system authentication, white and black list control, mobile device ID verification and empirical application feature support, geo-location support, geo-fence technology and multi brand and location mobile application support.
REGULATION
We are fully compliant with the main mobile regulatory controls such as VeriSign, Safe Harbor, and commerce, all carrier commerce and mobile consumer privacy regulations. Also the CAPSA platform is approved by the NGB (Nevada Gaming Board) as a mobile payment based application and approved solution.
MARKET OVERVIEW
There is urgency for brands to connect with consumers via mobile - regardless of tighter budgets and higher expectations in the mobile experience. Unfortunately, today’s current mobile application and content solutions are limited - whether it be in how users can interact, or the number of devices it can actually support. As companies look to mobile strategies, the picture gets extremely cloudy in how to develop a rich mobile offering that can resonate within the mass market.
Utilizing the capability of the CAPSA platform developed by Tarsin LTD, we will be able to develop applications which encompass all the components that allow for a rich mobile experience to be delivered to a handset. In order to initiate and maintain connections with mobile consumers, we believe it is absolutely critical for our platform to be interoperable between any mobile network or device. This full-service approach redefines how brands develop mobile strategies to strengthen their connections to consumers. While video and picture sharing on the Internet have been around for some time now, the task can be cumbersome and frustrating on most mobile devices. Multiple carriers and phone types with limited or no interoperability can make this potentially powerful communications tool languish in the background while texting and social networking Internet sites continue to grow and thrive. Compounding this problem is the continuing trend for mobile phone equipment manufacturers to offer new phones with additional capabilities while the mobile phone carriers are enhancing their 3G (and soon 4G) networks to allow users to take advantage of these capabilities.
HOW DOES THE ACQUISITION OF TARSIN IMPACT THE BUSINESS?
GENERAL
Tarsin provides partnered offerings and direct offerings in markets such as games, gaming, lottery, mobile publishing, mobile marketing and other niche markets.
CAPSA - the Solution for Going Mobile
Tarsin’s mobile platform, CAPSA, eases the challenges brands face in mobile. There is urgency for brands to connect with consumers via mobile - regardless of tighter budgets and higher expectations in the mobile experience. Unfortunately, today’s current mobile application and content solutions are limited - whether it be in how users can interact, or the number of devices it can actually support. As companies look to mobile strategies, the picture gets extremely cloudy in how to develop a rich mobile offering that can resonate within the mass market. CAPSA is able to take the “how” out of mobile planning, encompassing all the components that allow for a rich mobile experience to be delivered to a handset. In order to initiate and maintain connections with mobile consumers, it is absolutely critical for its platform to be interoperable between any mobile network or device. This full-service approach redefines how brands develop mobile strategies to strengthen their connections to consumers. Tarsin works with operators and multi-tier networks to successfully execute programs on behalf of brands. Tarsin’s proven CAPSA platform provides an end-to-end, versatile framework for brands to design once and deliver unparalleled mobile experiences. CAPSA is the first universal mobile content delivery solution available that is based on web-standards and is carrier, operating systems and device agnostic. This allows companies to reach the broadest consumer base: 5200+ devices; 27+ languages; 180+ countries; non-native font support. The CAPSA platform is covered by 16 separate patents. Today, CAPSA supports millions of mobile consumers, with thousands added daily.
(From 10Q)
Buying time now. Blast can be anytime if people know-------Is this stock playing on 11/17 ? IMO
IBOX updated.
On September 19, 2009, we issued 1,750,000 options to purchase shares of our common stock to the following named directors and officers.
Name Of Executive
Officer Number Of Options Exercise Price
James D. Beatty 500,000 $ 0.15
Craig A. Fielding 500,000 $ 0.15
All of the options granted will expire on September 21, 2012
Selling must be 1.00. Who sold @ bid and think it will go penny need to cry now. Revenue is not necessary to reach dollar per share price. Profit and revenue are two different things. Let's see dollar -------IMO