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I have alert the DOJ.
And can't wait for the Annual Shareholders' Meeting. The Auditor should be there.
Its very simple DOG. Someone has power over 2, of the 3 Director positions. Who are they, and where are they located? Right now, ASFX Shareholders don't know.
The only thing we do know for sure is Roth controlled 65% of SM, and Reznick was involved with the Sales agreement. Reznick has an Office in Kiev and so does an entity named Concorde Capital Ltd. He also speaks fluent Russian, as does Alexander Goldin.
Howard Taylor is ONE HUGE ?????????????. And his office in BM is also. Maybe a "virtual office".
And there's nothing in the SEC filings concerning an entity, who just happens to control 66% of the BOD. And no disclosure about Roth, Reznick and Concorde Capital Ltd and their dealings together. For all we know Concorde could OWN Roth, through various agreements and offshore Corporations.
But Reznick, Goldin and Concorde leaders just happen to speak fluent Russian and have their offices in Kiev, Ukraine. Thats a hell'va coincidence DOG. And no knows anything about Roth either, except he started working at age 16-17. Very unusual for a USA High School student, but how about a Russian High School student!!!!!!!!
Now try finding out anything about where Reznick used to work, before setting up his practice. Another dead end. Roth is not a full-time employee and has other business interests, again per the Sales agreement. And NOT directly stated in the S-1a, unless you consider the very messy description and disclosure adequate. The S-1a danced around that little issue BIGTIME.
Now ask yourself, "Where is the Money being made, since Reznick and Roth showed up".
You're not suppose to see it Dog. Thats the whole Point.
Try to find out anything about Howard and his Concord. There's Nothing but a dead end.
The missing info is in the SEC filings. Concorde has power over the BOD, yet no disclosure. Reznick was involved with that deal. Review his activities in the S-1a.
Know ALL about Howie, Mint.
Follow the Money Dog. And his name is Felix Reznick
Your link to Taylor is from 5 Years ago my friend. It means nothing.
Felix Reznick is in the Center, NOT Howard Taylor.
Can't wait for all the WONDERFUL Christmas Day stories, concerning ASFX products.
And thats the simple reason for NO PRs.
The BBs pay based on how fast the vendors product "flys off the shelf".
Howard Taylor was NEVER a Director of ASFX. And he is no longer associated with the Company, in any way. Maybe he worked for the Russian Concorde Capital.
There's absolutely no disclosure about Concorde Capital anywhere, yet they have control over the BOD.
http://investing.businessweek.com/research/stocks/snapshot/snapshot.asp?capId=23337662
1. Para 1.3.4 of Asset Purchase Agreement
2. Roth owns 65% of SM (per SEC filings), Concorde Capital was party to agreement and given authority to appointment ASFX BOD members. It appears they own the other 35%, or at least some part of it.
3. Howard Taylor is Financial Consultant whose contract was terminated in October 2010. Only disclosure. No longer part of S-1a filing (Per Dec 2010 S-1a). Appears he was FIRED, for providing false and misleading "insider info".
4. Disclosure to SEC, with no mention of power over BOD. And certainly no mention of Concorde Capital Control. A Huge NoNO per GAAP and GAAS. The Russians should have been disclosed.
Per S-1a (09/16/10)
Purchase of Disintegrator Patent
On September 10, 2009, we purchased a patent for a needle destruction device known as the Disintegrator® (including trademarks for the Disintegrator®, Disintegrator Plus® and Disintegrator Pro®) and other assets from Safeguard Medical Technologies, LLC (“Safeguard” ) in exchange for 250,000,000 shares of common stock and assumption of a contingent note payable up to $1,200,000. We evaluated the acquisition to determine whether the purchase of the patent, trademarks and other assets constituted the acquisition of a business. After application of the various criteria, management determined that this acquisition was in substance the purchase of an asset. While we acquired certain spare part inventory on hand, rights to distribution, intellectual property (including the patent and trademarks) and other assets, we determined that only the patent for the Disintegrator® had value. Accordingly, we recorded the patent at $2,652,272 equivalent to the trading value of the 250,000,000 shares of common stock at the closing bid price on September 10, 2009 in the amount of $1,875,000 and the discounted amount of a $1,200,000 contingent note payable assumed in the amount of $777,272.
The patent is due to expire in May 2022. We estimate that market demand for the Disintegrator as patented will exceed the patent life, and therefore have chosen to amortize the patent over the remaining patent life on a straight-line basis. Should the Company’s estimate of market demand for the Disintegrator diminish, the Company will adjust its patent amortization schedule accordingly.
The assumed $1.2 million, non-interest bearing, contingent note is payable to Mr. Jason M. Roth, an executive and the majority owner of Safeguard, in two installments upon reaching certain targets. The first installment of $600,000 is payable upon the Company reaching $6,000,000 in combined new sources of capital and new sources of revenue from sales of the Disintegrator Plus®, the Non-Contact 5-in-1 and any other product which the Company may sell as a result of either Mr. Roth inventing the product or Mr. Roth’s personal contacts with the owner of such products, within two years of September 10, 2009. No other such products have yet been identified. The second installment of $600,000 is payable upon the Company reaching an additional $4,000,000 of combined new sources of capital and new sources of revenue within two years of the due date of the first installment. At the Company’s option, the first and second installments may each be paid over 12 months after achievement of the respective combined capital and revenue targets. As it is probable that the Company will reach the combined capital and revenue targets within four years, the $1.2 million note obligation has been recognized. The first installment of the note was discounted at 16% from the end of a two year period and the second installment was discounted at 16% from the end of a four year period, resulting in a present value of $777,272. The 16% discount rate was determined as the weighted average cost of capital for small companies in the Company’s industry from an independent research service (Morningstar’s Ibbotson® Cost of Capital 2009 Yearbook, page 3-66). Subsequent changes to our estimate of the amount due on this contingent note payable will be recorded in the Company’s consolidated financial statements when known.
Simultaneous with the patent acquisition, we agreed to hire Mr. Roth, to assist with operations, sales and marketing, and entered into a ten year employment agreement with the executive. We also agreed to retain Safeguard for production, engineering and quality control services. Mr. Roth’s base salary is $10,000 per month commencing upon receipt by the Company of $500,000 in the combined aggregate of new capital or sales revenue. We began paying Mr. Roth’s base salary in December 2009. His base salary will increase to $20,000 per month upon receipt by the Company of $2,500,000 in combined new capital or sales revenue. In consideration for entering into the employment agreement with Mr. Roth, we agreed to issue up to 250,000,000 warrants and pay up to $200,000 as a one-time cash bonus, both contingent upon future sales of the Disintegrator Plus®, the Non-Contact 5-in-1, and any other products which the Company may sell as a result of either Mr. Roth inventing the product Mr. Roth’s personal contacts with the owner of such product. The warrant revenue targets for each tranche must be met, and the bonus is payable, within three years of September 10, 2009.We determined that the contingent warrants and contingent bonus payable qualified for treatment as contingent compensation for accounting purposes. As described in the next paragraphs, $823,991 was determined to be the fair value of the contingent compensation on the date we entered into the agreements. The fair value of the contingent compensation was obtained by determining the likelihood that the contingency would be realized within the applicable time period and applying the Black-Scholes pricing model to the warrants and a discount to present value for the bonus. Subsequent changes to our estimate of the total amount of compensation due will be recorded in the Company’s consolidated financial statements when known.
We agreed to issue the first 50,000,000 warrants to purchase an equivalent number of shares of common stock immediately upon the collection of $2.0 million in revenue from sales of the Disintegrator Plus®, the Non-Contact 5-in-1 and any other products which the Company may sell as a result of either Mr. Roth either inventing the product or as a result of Mr. Roth’s personal contacts with the owner of such products within three years of September 10, 2009, at an exercise price is equal to the closing bid price of the common shares on August 11, 2009, or $.002 per share. Further, we agreed to issue Safeguard up to 200,000,000 warrants, in 50,000,000 tranches, immediately upon collection of an additional $5.0 million, $10.0 million, $15.0 million and $20.0 million in revenue from salesof the Disintegrator Plus®, the Non-Contact 5-in-1 and any other products which the Company may sell as a result of either Mr. Roth either inventing the product or as a result of Mr. Roth’s personal contacts with the owner of such products within three years of September 10, 2009, with an exercise price equal to the lesser of the closing bid price on the day prior to achieving the revenue target or the exercise price of the immediately preceding tranche. Further, after three years, we agreed to pay a one-time cash bonus to Mr. Roth of up to $200,000 based gross revenue generated from sales of the Disintegrator Plus®, the Non-Contact 5-in-1 and any otherproducts which the Company may sell as a result of either Mr. Roth inventing the product or Mr. Roth’s personal contacts with the owner of such products within three years of September 10, 2009. Specifically, the revenue benchmarks for issuance of up to 250 million warrants are as follows: 50 million warrants for $2 million in new sources of revenuefrom sales of the Disintegrator Plus®, the Non-Contact 5-in-1 and any other products which the Company may sell as a result of either Mr. Roth either inventing the product or as a result of Mr. Roth’s personal contacts with the owner of such products 50 million warrants for $5 million in new sources of revenue; 50 million warrants for $10 million in new sources of revenue; 50 million warrants for $15 million in new sources of revenue; and 50 million warrants for $20 million in new sources of revenue. The revenue benchmark for the cash bonus is: $50,000 for $2 million in new sources of revenue from sales of the Disintegrator Plus®, the Non-Contact 5-in-1 and any other productswhich the Company may sell as a result of either Mr. Roth either inventing the product or as a result of Mr. Roth’s personal contacts with the owner of such products ; $100,000 for $5 million in new sources ofrevenue; $150,000 for $10 million in new sources of revenue; and $200,000 for $20 million in new sources of revenue.
As it is probable that the Company will reach $7.0 million in revenue over the next three yearsfrom sales of the Disintegrator Plus®, the Non-Contact 5-in-1 and any other products which the Company may sell as a result of either Mr. Roth inventing the product or Mr. Roth’s personal contacts with the owner of such products we currently anticipate the issuance of 100,000,000 warrants, which were determined to have a fair value of $759,925 as of September 10, 2009. The fair value of these warrants was determined by using the Black-Scholes pricing model with the following assumptions: no dividend yield, expected volatility of 278.50%, risk-free interest rate of 2.29%, and an estimated life of five years. In accordance with ASC No. 718-10, Compensation – Stock Compensation , the Company is recording monthly compensation expense for the fair value of the warrants payable. For the period ended December 31, 2009, the Company recorded $77,400 as compensation expense with an offset to additional paid-in capital. For the six months ended June 30, 2010, the Company recorded $126,654 as compensation expense with an offset to additional paid in capital.The Company will adjust the total amount of compensation expense as recorded in the consolidated financial statements upon the occurrence of an event which would require such adjustment.
29
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As it is probable that the Company will reach $7.0 million in revenue over three yearsfrom sales of the Disintegrator Plus®, the Non-Contact 5-in-1 and other products which the Company may sell as a result of either Mr. Roth inventing the product or Mr. Roth’s personal contacts with the owner of such products , Safeguard is entitled to a $100,000 cash bonus, which was deemed to have a fair value of $64,066 on September 10, 2009 determined as the present value of the probable amount of bonus payable discounted at 16% from the end of a three year period. The Company is accruing monthly compensation expense for the anticipated amount of the bonus payable on a straight-line basis over the 3 year period that the services are being performed. During the period from September 10, 2009 to December 31, 2009, the Company recognized $10,186 as compensation expense related to this liability for contingent compensation.During the six months ended June 30, 2010, the Company recognized $16,667 as compensation expense related to this liability for contingent compensation, raising the balance to $26,853 as of June 30, 2010.
During the year ended 2009, the Company paid $10,000 related to the employment agreement. During the six months ended June 30, 2010, the Company expensed $60,000 of base salary related to this agreement. No amounts have been paid for production, engineering and quality control servicesunder this agreement to date.
In March 2010, the Company received its first order for 2,000 units of the Disintegrator Plus from Bayer Sante for distribution in France.. Production for the order has been completed, and shipment has been cleared, with an estimated time of delivery of September 15, 2010. This order is expected to generate approximately $155,000 ofrevenue for the Company during 2010. The Company has ordered the manufacture of components, and intends to assemble, an additional 3,000 DisintegratorPlus units for distribution during 2010.
Concord Capital (Howard Taylor) and Concorde Capital (per sales agreement) are two different entities.
These fine gentlemen run Concorde Capital
Igor Mazepa
CEO
Konstantin Fisun
Managing Director, Research
Vitaly Strukov
Managing Director, Corporate Finance
OK MM, then do the rebate calculation assuming a Big Box pays the AR in 150 days.
Google "Concorde Capital" and "Felix Reznick". Both have offices in the Ukraine. The "bio" on Reznick's website is the same as his "bio" on the ASFX website, except for one thing. ASFX left out "he speaks fluent Russian".
Then read the Roth/Concorde Capital Sept 2009 sales agreement. Roth/Concorde Capital control the ASFX BOD.
Now research "Alexander and Mira Goldin". A Russian chess master living in the USA. They control Gols Associates.
The relationships between the Goldins, Roth, the Roth Family Trust, Felix Reznick and Concorde Capital are not fully disclosed in the SEC filings. GAAP and GAAS demad such disclosure.
And they are calling the shots at ASFX.
Mint, you have to understand how the Big Boxes paid their AP. They take their good old time, unless there's an establish history of repeat sales. ASFX hardly qualifies for this "history of repeat sales".
And 129,000 of 2009 revenue, booked in 2010 is a perfect example.
Concorde Capital controls this Company, via BOD. They have control over 2 of the 3 director seats. Reznick is lawyer for The owners of SM, which are The Roth family Trust/Roth and Concorde Capital.
Reznick, Concorde Capital and Roth Trust/Jason Roth run the operations. The Russian Connection is strong.
And not ONE word about the Concorde Capital and its Russian officers/directors in the S-1a.
Then explain how ASFX gets the rebate?????
25% of 2010 Revenues (about 129,000) were for AR from Walgreens related to 2009.
Kiss that rebate goodbye MM.
Good Luck on Big Boxes paying within 60 days MM. What Walmart (maybe it was Walgreens) did to ASFX in 2009 is a perfect example.
The ASFX factoring agreement is a horrible deal. Just READ the agreement. And more importantly, read the disclosure made by Dr Chris in the filings.
Unless you have a history (repeat business) with these Big Boxes, the supplier will not get paid until the BB is good and ready. And that usually occurs when the product sells out. Good luck getting your 20% back MM.
For what time period DOG? Very easy to figure out BTW.
You would hate to see that agreement hit this MB, Dr P. I don't blame you. It's the Kiss of death.
ASR can't get a ABL Package from any reputable Bank. Pretty simple.
Do you have a copy of the actual agreement with Purchaser MM????
ASFX needs "an act of God"
or a decent banker
What they need is a Banker, not Shylock.
Here's the "short version" Dog. If ASFX sold a Big Box $100,000 per month, for a year, for a total Annual sales of $1,200,000; and the BIG BOX paid the AR in 30 days; then, starting in the 2nd month, ASFX gets $100,000 in cash each month thereafter. They just extended the Big Box 30 days of credit, interest free. And in the 13th month, its all square, and everyone goes home happy.
Now if ASFX sells the AR to the Purchaser, at a 20% discount, ASFX gets $80,000 in the first month and for the next 11 months, for a total of $960,000 and the Purchaser gets $240,000.
So the purchaser just entended credit of $80,000 for an entire year, received $240,000 for these services and is all square in the 13th month.
What is the purchaser's ROI on this deal????
I hope this helps, and BTW, I have never seen 20% deals until ASFX. And BTW, the kickbacks are amazing.[b]
The "High School" comment is directed at Jason Roth. He started his professional life while still in High School.
1993, and he appears to be a Soph in High School at that time. Maybe he was gifted.
Sorry Dog, but the scope of your question (basicly "What is Factoring?")is beyond the limitations of this simple MB.
You're close, but you need to it study it further. Especially the "time value of Money" concepts.
Also note who advertises on these factoring sites.
Yeah, I should give this High School SuperSoph a break. A real DiaperDandy!!!!!!!
You're close DOG, but not really. Just Google "AR Factoring".
Thanks Dog, I didn't read it yet but will get to it. I'll bet if you go into their website, there will Bankruptcy stuff and ads for Bankruptcy attorneys.
And DD starts with the ASFX Balance Sheet. Its pathetic Dr P.
What exactly is "Positive" about that Financial Statement. What is the most favorable item on the Balance Sheet Dr P?????
And what on the Balance Sheet indicates "Good Times are a Coming", Mr MM?
The liquidity ratios are hilarious, and would indicate Bankruptcy could happen any day now. The Balance Sheet says it all, coupled with the 3rd Qtr sales gross profit of $3,550 and a related net loss of $2,500,000.
The interest expense alone demands Chapter 11. 40%!!!!!!!!!!
These are facts from the 3rd Qtr Financials. They are what they are MM.
Well Teddi, ASFX appears to heading to bankruptcy and the creditors have cut off any more borrowings.
So I guess it can't get any worse. So the answer is "it can only benefit the Company".
"extensive analyst coverage" Thats a good one Dr P.
ASFX just lost $2,500,000 on gross sales profit of $3,550, in the last THREE months
And those benefits are what MM???????
POP Quiz Time!!!!!!!!!!!!!
How exactly does ASFX, the Company, benefit from an uplisting?????
Anyone??
Would you like to discuss that 9/30/10 Financial Statement Guitarzman?????
Mint, someone just sold 3 million shares at .0055. That wasn't pumpers just passing shares back and forth. That was a real ONE.
"slow and steady" wins the race for WHO????????
Haven't found a thing on this 34 year old. Just he's friends with Reznick.