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Yes, and they are related to the deal with YA Corn Oil for debt reduction in return for facilities and management services. Performance bonuses were attached to the deal. The bonus revenue went directly to paying down YA debt.
The YACO Agreements call for three GreenShift-owned corn oil extraction facilities based on GreenShift’s patented and patent-pending technologies and GreenShift’s interest in a fourth facility to be transferred as of August 1, 2010 to a newly formed joint venture entity, YA Corn Oil Systems, LLC (“YA Corn Oil”). In exchange, $10,000,000 of the convertible debt issued by GreenShift to YA Global shall be deemed satisfied as of August 1, 2010. GreenShift will also receive a 20% equity stake in YA Corn Oil and the right to receive 20% of YA Corn Oil’s distributable cash upon the realization by YA Corn Oil of a 20% internal rate of return on its invested capital. GreenShift further agreed to provide management services to the YA Corn Oil for the ongoing operation and maintenance of the transferred extraction facilities in exchange for certain management and brokerage fees, as well as earnings-based performance bonuses to be paid in the form of additional reduction of GreenShift’s convertible debt due to YA Global. The conditions for the YA Corn Oil Transaction were satisfied as of February 15, 2011, and the Company subsequently earned a performance bonus of $2,486,568 as of February 28, 2011 and another bonus $2,500,000 as of March 31, 2011. The Company recognized a $5.9 million gain on extinguishment of debt and reduced liabilities for asset retirement obligation and accounts payable by an additional $847,000 as a result of the completion of the YA Corn Oil Transaction. The performance bonuses earned during the first quarter 2011 were recognized as revenue and applied to reduction of the Company’s convertible debt with YA Global pursuant to the terms of the YACO Agreements.
S/O Discussion
I think the S/O is around 11b and the free float may be much less.
pg 22
During the second quarter 2011, Viridis Capital, LLC, the Company’s majority shareholder, surrendered a total of 6 billion common shares, which shares were cancelled as of May 12, 2011. A total of 10 billion common shares were surrendered and cancelled by Viridis Capital between November 2010 and May 12, 2011.
pg 34
From time to time during the three months March 31, 2011, the Company issued a total of 4,254,683,425 shares to the Company’s various convertible debt holders upon their conversion of convertible debenture in the aggregate amount of $342,375. The sales were exempt pursuant to Section 4(2) of the Securities Act since the sales were not made in a public offering and were made to entities whose principals had access to detailed information about the Company and were acquiring the shares for the entity’s own account. There were no underwriters.
Response from Greenshift:
Dear X,
We understand that GreenShift shareholders with brokerage accounts at TD AmeriTrade, Scottrade and USAA have been restricted by each firm from executing investments in GreenShift Corporation common stock. We further understand that the feedback received from at least one of these firms relates to a restriction placed on electronic transfers of GreenShift common stock by The Depository Trust & Clearing Corporation ("DTCC").
DTCC previously requested information from GreenShift pertaining to its prior issuance of common shares upon conversion of convertible debentures previously purchased by various investors. GreenShift has provided all of the information requested by DTCC as well as an additional opinion of GreenShift's securities counsel confirming the valid issuance of all common shares upon payment of GreenShift's convertible debentures. DTCC staff has advised GreenShift's counsel that the restriction on electronic transfers of GreenShift common stock was temporary and would be lifted upon receipt and review of the requested information. As far as we understand, DTCC is conducting similar reviews of a number of issuers and has not yet completed its review of the information we provided despite GreenShift’s prompt response to their informational request.
GreenShift is a fully reporting company in full compliance with all applicable rules and regulations. We are not aware of any basis for DTCC's actions in this regard except for what DTCC staff has termed a routine compliance check. DTCC is not a regulatory or governmental body and has not published any standard or time limit for their ongoing review. We intend to continue to press DTCC for timely completion of its review.
Further, we have been advised by the DTCC that the DTCC restriction extends solely to electronic transfers of GreenShift stock, and not to physical transfers of stock. We understand this distinction to be analogous to restricting deposits of wire transfers but allowing deposits of checks. We further understand that the procedure for physical transfers starts with advising your broker to request "X-clearing" when transferring shares.
Finally, while we are unaware of any reason for the separate actions taken by TD AmeriTrade, Scottrade and USAA, we understand that transfers of physical stock certificates are more costly as compared to the cost of electronic transfers. This expense may be the reason for the actions of such firms. Shareholders encountering this issue are encouraged to contact their broker directly for additional information.
Please do not hesitate to contact us at investorrelations@greenshift.com if we can be of further assistance in resolving this matter.
Regards,
GreenShift Corporation
I think there's a good chance we'll get a PR. With such a positive 10Q Im hoping to see a statement from Kevin. The share cancellation is another promise kept and huge relief for me. Makes me think the need for an R/S is diminished.
GREAT WORK GREENSHIFT!
ps i think the current s/o of approx 11b is after the cancellation. I think that is where we stand now. Its going in the right direction. Go GERS.
This information if great. Thank you.
Im trying to understand the chain of events..maybe you can help me.
We know that recently Penson discontinued electronic clearing for a number of non dtc elible securities due to FEES associated. Those fees are now to be passed on to the client and they are substantial.
Question: I'm having a hard time beleiving that Penson was eating these fees up until now. Im more inclined to believe that were somehow bypassing DTC and not incurring fees. Does ex-clearing come into play here? forgive my ignorance i'm trying to get up to speed on the clearing and settlement procedures.
In the Penson memo (May2) they say, "As Penson identifies additional securities that are Non-DTCC-eligible, they will bed added to the list..."
Is it possible they've JUST discovered they've been handling non-dtc eligible securities incorrectly?
I've seen MAJOR back-office screw-ups in my day..so I can't say anything would suprise me.
any insights on what's going on at Penson would be appreciated.
Welcome to the board.
Good luck with your GERS investment. Exciting times ahead.
ha! sorry - guess i got nothing for ya. mystery. although they do have New in the name, has that always been there? i've heard a case recently where the "new" showed up in the name of a stock due to an upcoming corp action, then investors with certain brokerages could no longer trade it. Turns out it all tied back to firms with Penson for clearing. They've been discussing it on the NSS board. Just checked and ESYR is on their list. See post
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=62920577
GLTY
YAHOOOOOOO!!!!
I wonder if it has anything to do with this:
Regulatory Notice 10-42
SEC Approves Amendments to Establish Regulation NMS-Principled Rules in Market for OTC Equity Securities
Effective Dates: FINRA Rules 6434, 6437 and 6450: February 11, 2011; FINRA Rule 6460 and NASD Rule 2320: May 9, 2011
Executive Summary
Effective February 11, 2011, and May 9, 2011, are new FINRA rules that extend certain Regulation NMS protections to quoting and trading of over-the-counter (OTC) Equity Securities. For OTC Equity Securities, these new rules:
set forth the permissible pricing increments for the display of quotations and acceptance of orders;
require firms to avoid locking and crossing quotations within an inter-dealer quotation system;
establish a cap on access fees imposed against a firm’s published quotation; and
require an OTC Market Maker, subject to certain exceptions, to display the full size of customer limit orders that improve the price of the marker maker’s displayed quotation or that represent more than a de minimis change in the size of the market maker’s quote if at the best bid or offer (BBO).
The text of the amendments can be found in the FINRA Manual at www.finra.org/finramanual.
Questions regarding this Notice should be directed to Racquel Russell, Assistant General Counsel, Office of General Counsel, at (202) 728-8363.
View Full Notice PDF 120 KB
Thank you Slash! I had been trying to piece a list together and it wasn't easy going.
In case some did not see this...
April 18, 2011
Baird Cited for Extensive Reg SHO Deficiencies
Robert W. Baird & Co. of Milwaukee, WI, agreed to a $900K fine to settle FINRA charges it failed to establish and maintain adequate supervision with regard to Regulation SHO. Specifically, FINRA found that:
•Baird released significant numbers of proprietary, institutional, retail and employee short sale orders for execution without valid locates;
•Baird did not correct its locate errors in a timely manner, apparently because its post-trade review did not adequately determine on a retroactive basis whether locates had been properly obtained and granted.
•Baird’s Stock Loan Department systematically failed to provide locates and/or properly document locates for short sale orders.
FINRA attributed Baird's problems to ... its failure to allocate adequate resources, including Stock Loan personnel, to the process of granting and documenting locates, and to its failure to adequately train Stock Loan personnel re: Reg SHO requirements.
As a result of order entry and stock loan deficiencies ... (i) Baird released hundreds of short sale orders for execution without obtaining and/or documenting locates; (ii) Baird misapplied the bona-fide market maker exception to the locate requirement in connection with customer facilitation, non-bona fide market making short sales and proprietary hedge short sales; (iii) Baird failed to disclose its market maker status on approximately 693 equity research reports involving 360 different securities in which it was a market maker.
Extensive Reg SHO Violations allegedly due to ... Baird's patchwork of systems, pols and procedures implemented by the Firm in 2005 that contained multiple gaps and in certain instances contained incorrect instructions for compliance with Regulation SHO. Specifically, the firm failed to designate effective compliance personnel as responsible for the firm’s overall compliance with Reg SHO. Furthermore, the firm allegedly failed to allocate adequate resources and Stock Loan personnel to the process of granting and documenting locates, and failed to adequately train Stock Loan personnel regarding the requirements of Reg SHO, including the documentation of locate requests and approvals.
The firm's WSP's apparently were also inadequate - in part as it related to the firm's role as a registered market maker in securities - and the related use of the market maker exception to the locate requirement. Finally, Baird's failures impacted its research report disclosures as they pertained to the firm's market making activities. This is FINRA Case #2008013127801. [FINRA Disciplinary Actions for April]
Im no longer seeing a bid for GERS on l2.
Prophetic, i don't recall a PR stating a goal of a buy back.
The only mention of buy back is in the reply(jan 2011) 12thman got from Greenshift. Here is an excerpt:
2 - Share Structure
Our view is that transitioning to profitability and thereafter demonstrating increasing earnings will enable meaningful value to be built for all of our shareholders; and that repaying all of our convertible debt will eliminate overhang and obstruction to that growth. Our plan is to simplify our share structure in conjunction with satisfaction of these goals, and to remain keenly focused on minimizing dilution as much as possible until then. While a share buyback may be feasible at some point given the significant economies of scale associated with licensing, any talk of specific structural issues would be premature today.
Great move Greenshift!
No problem - Best of luck to the shareholders
YDGE Security Details/Share Structure
Market Value1 $4,075,750 a/o Apr 20, 2011
Shares Outstanding 58,225,000 a/o Mar 28, 2011
Float 4,720,836 a/o Feb 22, 2011
Authorized Shares 250,000,000 a/o Jan 31, 2011
Par Value 0.001
Shareholders
Shareholders of Record 62 a/o Mar 28, 2011
Copy and paste from OTCMarkets website.
Reg sho and other reports that are relied upon to show shorts cannot be trusted. You can take a look at Finra broker check and see where some brokers are getting in trouble for not complying.
Well in my opinion, these things go south far more often than they go north. The situation here is that we can't confirm independently any of the details of the unsolicited offer. Im invested only a very small amount but i plan to hang onto those shares.
An email from MRES just moments ago:
Dear Shareholder,
Thank you for your interest in Neuro-Biotech Corp., we apologize for the delayed response, we are currently experiencing some spamming problems and this causes some delays.
In regards to your inquiry of the unsolicitated offer. When it is concluded then all the details will be made public to all shareholders this will include also any procedure or instructions to be followed.
Regards,
Investor Relations Department
Neuro-Biotech Corporation
contact@neuro-biotechcorp.com
I think you were just featured on a FOX NEWS spot - good luck
I think we should nominate a new asst. mod. someone who is a current poster, an MRES long, and can help get rid of spam and keep an eye on deletions - to make sure they are fair. Any volunteers?
I'm keeping my shares too.
GLTA longs
I see it now. Thank you.
Welcome to the board Trippy
Nobody, can you give me a page # for the 15b OS shares reference? i see 13.9. TIA.
Yes I am (until im able to get it at lowe's
Im out so I'll be back there sometime this weekend. I'll ask them how sales are going.
"1000+" Excellent!
"Winning colours" just didn't do it for me. 1000+ says it all.
10k: 10million of additional YA debt satisfied in 1q11.
On June 17, 2010, GreenShift Corporation and its subsidiaries signed a series of agreements with YA Global Investments, L.P. ("YA Global") to reduce and restructure GreenShift’s convertible debt to YA Global (the “YACO Agreements”). On July 30, 2010, the Company and YA Global entered into an agreement pursuant to which the transactions contemplated by the YACO Agreements (the “YA Corn Oil Transaction”) shall close effective August 1, 2010 (the “Effective Date”) subject to satisfaction of certain closing conditions. The conditions to effectiveness of this transaction were satisfied and the transaction is deemed effective for reporting purposes as of the first quarter of 2011. Since the conditions of closing were not satisfied as of December 31, 2010, the Company’s results of operations for the year ended December 31, 2010 are reported herein on the basis that the closing of the YA Corn Oil Transaction had not
63
occurred as of such date. The YACO Agreements call for three GreenShift-owned corn oil extraction facilities based on GreenShift’s patented and patent-pending technologies and GreenShift’s interest in a fourth facility to be transferred as of August 1, 2010 to a newly formed joint venture entity, YA Corn Oil Systems, LLC (“YA Corn Oil”). In exchange, $10 million of the convertible debt issued by GreenShift to YA Global shall be deemed satisfied as of the August 1, 2010. GreenShift will also receive a 20% equity stake in YA Corn Oil and the right to receive 20% of YA Corn Oil’s distributable cash upon the realization by YA Corn Oil of a 20% internal rate of return on its invested capital. GreenShift further agreed to provide management services to the YA Corn Oil for the ongoing operation and maintenance of the transferred extraction facilities in exchange for certain management and brokerage fees, as well as earnings-based performance bonuses to be paid in the form of up to another $6 million in reduction of GreenShift’s convertible debt due to YA Global. The conditions to effectiveness of this transaction were satisfied as of the first quarter 2011. The Company’s debt was consequently reduced by $10 million as of that date, which decreased the remaining balance of convertible debt due to YA Global to about $33 million. This amount can be reduced further down to approximately $27 million upon realization by GreenShift of the performance bonuses noted above.
I have not gotten through the detail of the 10k yet. If i find a reference to the cancellation it I will post it.
It was about 10b that he said could/would be cancelled upon repayment of convertible debt. Some already was i believe but not until 1q so we would see that in the 1q11 filing.
See page 22 of the Final Disclosure doc on the QSGI website.
I've been away from my computer so you may have figured that out by now but you are looking in the wrong document.
The share structure is on page 27 of 45 of the disclosure document.
GLTA longs!
fyi - Page 27 of the final disclosure doc on the QSGI website has the before and after share structure.
http://www.qsgiinc.com/
Wow- Back to back great news!
Long and strong here
Go WNBD
Email from Hank Laws this morning
I received a response from Hank Laws this morning. I had asked a procedural question about the restructuring. Below is his reply
The judge confirmed QSGI’s Plan of Reorganization on 3/21.
As noted in the recent 8-K, he set a status conference for 5/26/2011. The purpose of the conference is to confirm that we have taken the steps necessary to merge the two companies.
I expect those procedural steps will be outlined in the court’s confirmation filing from the 3/21 hearing. I have not yet seen that document, and I cannot tell you when the court will choose to post that document on PACER.
I don't know if what we're seeing is dilution or someone dumping shares or a combination of the two.
I always translate the number of shares going through at the bid into dollars to keep it in perspective. Everything that has gone through today at .0001 amounts to about 26k.
Force53, in reply to your post,
1. GERS is not buying back shares at this time per the company. KK has begun to cancel shares he owns from a conversion of preferreds. He has gone on record as saying he will continue to cancel these shares as debt is reduced.
2. According to the last shareholder update we are not profitable yet but GERS did achieve positive cash flow from operations. KK stated that company progress will SLOW the rate of dilution and eventually eliminate the need for it. He came right out and said we can still expect some dilution in the short term. Not many will touch a stock stuck at .0001/.0002, with a history of few RSs, with a lot of debt and connections to YA. We're the brave few who believe in this company's products and prospects and we're willing to stick it out.
3. I don't follow ESYR - sorry not comment
4. We just had a shareholder update and we'll have a filing soon. GERS will put out a press release if they sign new clients or if there is a litigation update. They do not put our fluff PRs so we have to wait until there is a material event.
5. re pumpers?I think you need to discern that for yourself from people's posting history. There has been a lot of good research done, skunk has a great blog, this company is real with real products and generating REAL impressive revenues now.
GB and GL
Good move by IDTA
Thanks - im happy to be a back up - Good Luck AnimalMother
I second that or if AM is not interested maybe "Nobody" will take it.
Maybe trying to clean up thier image. A good thing IMO