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It is not the same. The Oslo restaurant has been around since at least 2012 (and is not in any of the WCVC filings - in addition the look, menu , etc are totally different - use google translate). The first WCVC Illegal Burger opened in 2013.
They should file an an NT-10K by the filing deadline of March 30. This will give them until April 14 to file the 10K w revenues and other financials. They usual meet this deadline but have been up to 2 days late.
Who are the young cannabis entrepreneurs? This was Yasmine Acebo as CEO who was a front for fraudster Randy a Torno (ANCE and ALYI). After Randy gave PJET away in a weird dividend scheme with WCVC and USMJ that never happened, they both disappeared. Randy runs scam ALYI but doesn’t have it on his LinkedIn page while Yasmine runs the website at a nail salon or something and doesn’t even list PJET on her LinkedIn page. No one wants to be public ally linked with this scam.
It’s not worth the cost for the SEC to pursue this. When you buy a stock without a shareholders agreement, where one person has controlling interest but little economic interest, where there is no independent board of directors or any other oversight, you literally have no rights or recourse.
More garbage - “cryptocurrency has been partitioned on the Ethereum blockchain“ is like saying "we created a ledger on QuickBooks to book future sales for our new business which has no sales" - totally meaningless and hardly a "milestone." Also I love Randy's attempt to make an underwriter seem like a $100MM investor. An underwriter doesn't take financial risk - they take a commission if successful. It's like bragging that you found a realtor willing to help you look for a $100MM house. Finally the worst one is "ALYI entered the electricity storage sector inthe summer of 2017 when it acquired a patent portfolio..." That was acquired from Air Products in a licensing deal, they couldn't afford the payments for the licenses and dropped it after wasting money which came from unending dilution of stockholders. You can see proof/details of that in my old posts from around that time. Biggest SCAM since LEXG.
No. They said “Bye. Out”
Nope - that franchisee cancelled. Supposedly due to the hurricane that hit Houston. They were supposed to come back shortly but never did and Jim Nixon never provided an update or a reason. The Houston location makes me suspicious that it could have been fraudster Randy Torno who, while on the board of scam PJET made a deal to run a food truck with WCVC as a pilot for the CBD restaurant AmeriCanna Cafe which, no surprise, never happened. There are zero franchises.
Has there been franchise news? If you mean the "higher response rate than expected" news from December 1) none of that has converted nor will it as no one will franchise a very legally and easily copied concept from a money losing venture without the resources to support a franchisee 2) There would be a franchise announced by now if those were real high quality inquiries (they have had a franchise agreement in place since at least October so no - it doesn't take a lot of time to set up) and 3) that response rate was most likely people on this board taking the virtual tour
Funniest PR Yet! Basically, “Tuesday’s lame PR didn’t work so let’s repeat it Wednesday and see if it makes the stock run THIS time!” Randy is a cruel joke.
Nope - the restaurants are not profitable - in the 10-Q it shows the negative OPERATING losses and the discussion explains that they are due to high labor costs and ingredient costs.
They don’t really pay down debt in cash. As I’ve posted several times they have paid down debt but they have issued more debt than they have paid down throughout their history and recently. That’s not what any financial analyst would call a debt pay down. They have paid idebt down with cash but that cash has been produced by selling massively diluted stock not from profits which don’t exist. That’s the same as paying down debt with stock dilution. Also, it doesn’t matter if they make $$$. When one person has all of the voting rights and almost none of the stock exposure and there is no board oversight or shareholders agreement, the stock is just a dilution machine with any future profits that can go anywhere - Jim’s salary and bonus. etc. Anyone can have 6+ restaurants with revenue growth if their eternal losses can be funded infinitely with people who think massively diluting stock is somehow cheap. It's no insight that foot traffic is good - it's not an issue of waking up to the fact that young people (or anyone) would rather walk than drive - the problem is that sites with more foot traffic are of course more expensive. Also, it doesn’t take long to put together a franchise. They were supposedly going to sign one in October until a hurricane somehow permanently derailed that (we never heard of this again) so they have the franchisee agreement and the infrastructure. The contracts can be signed immediately by anyone who wants to buy a franchise in a non-differentiated, perfectly and legally copyable concept with a parent company with no financial resources for franchise support. That is why there are no franchises.
Another BS post - what are the "substantial advances?" All of these have been PR'd before. Is it that the cryptocurrency has been partitioned on the Ethereum blockchain? That's like saying "we created a ledger on QuickBooks to book future sales for our new business which has no sales" - totally meaningless and hardly a "milestone." Also I love Randy's attempt to make an underwriter seem like an investor. An underwriter doesn't take financial risk - they take a commission if successful. It's like bragging that you found a realtor willing to help you look for a $100MM house. Finally the worst one is "ALYI entered the electricity storage sector inthe summer of 2017 when it acquired a patent portfolio..." That was acquired from Air Products in a licensing deal, they couldn't afford the payments for the licenses and dropped it after wasting money which came from unending dilution of stockholders. You can see proof/details of that in my old posts from around that time. Biggest SCAM since LEXG.
If the news were substantial in a real company it would be announced immediately in an 8-K. There is no reason for an announcement of an announcement other than to pump for an extra week. The actual news releases w ALYI are usually super disappointing and the stock is as likely to move down as up - “continue to see much interest in an ICO from potential investors with many potential underwriters”, more about them being attendees at a conference next year (which they are carefully wording to sound like organizers), more interest and progress on EVs (without details or deadlines for mass production or revenue - those contracts in the US and Kenyan were forever ago PLUS we know nothing of the nature of the contracts? Can “buyers” if they exist cancel without penalty? I bet they can. Are the purchases conditional? I bet they are? Remember ALYI CEO Randy Torno promised millions of $$$ of Kenyan contracts at ANCE and they never showed up and he went dark without ever explaining what happened).
ALYI’s focus is stealing your $$$ by making up stories (CEO started his career in Hollywood) and printing shares. Most obvious scam I've seen since LEXG. Financials don't make sense - consulting revenues just stay receivables and don't turn into cash (just money still owed after almost two years - a common accounting fraud sign - see my older posts). Constant PRs about irrelevant things like Tesla (e.g., ALYI strategy "bolstered" by Tesla success, etc.). Paid promotion from Rob Goldman of Goldman Small Cap research. CEO ran ANCE - another scam that promised Kenyan revenues and then went dark without an explanation - was also on the board of PJET - another scam that sold itself for nothing and was supposed to develop a food truck with a failing restaurant and then went dark. So you think he became honest for OTC stock #3? Lots of highly ambitious sounding technical plans PR'd (like hemp batteries with Clarkson professor David Mitlin who was being represented as running ALYI's research when he was actually just a one time consultant so they could use his name until he made them stop - google him and call him if you want to check or the patents that they licensed from Air Products until they couldn't afford to pay for them and just wasted the license money to have an exciting PR). PR'd a major "partner" which turned out to just be that ALYI will be at the same conference in Africa next year that a known company is headlining. Today's PR is equally garbage / non-specfic - even at face value if true it just means that people who grow hemp want ALYI to buy heemp from them. They would also want me to buy hemp from them - what is the significance of this PR? They dropped retail EV sales in the US that were supposed to come out more than a year ago after they realized it was easier to investigate than wholesale sales without a deadline in Africa. The only employee is part-time and has no technical background. CEO Randy Torno doesn't even list his involvement with ALYI on his social media - that's pretty strange - probably as he doesn't want to get fired for ethics violations from his real consulting job that he does list if they were to find out about his three penny stock scams. Balance that against the "upside" that a known fraudster is promising that he will have a lot of ride share sales in Africa from firms who are buying from a firm with no resources and no product (who wouldn't get fired for picking that as a supplier - there is no way for them to get through any reasonable due diligence) so if that is true you will make a lot of money! This is the most obvious scam that has not been shut down yet.
Should be around April 15 if they file w the late extension as usual
The restaurants are real. It can still be a share selling scam. WCVC shares don’t have a shareholders agreement or a board of directors or investors with financial ties to WCVC who also have voting rights. The majority voting rights holder Jim Nixon owns about $2500 worth of stock so he has no incentive to care other than to keep this thing going to pay himself a salary and raise enough cash from diluting shareholders to pay off the debt which is secured by his mortgage. Even if this thing became the next Shake shack he could legally pay himself all the profits and leave WCVC at .0001. Since he owns almost no common stock he has no reason to care and since he has a majority of voting stock he has no oversight not to.
They are in compliance. It’s the 10K that’s due next not a 10Q so they have longer to late file. 10Q is due for small companies 45 days after quarter end but you have 90 days for 10K. Then they can file for an extension to mid April so they have plenty of time to file.
They do not have a franchisee. The one they were supposed to announce last fall somehow was supposedly tied up with the Houston hurricane and was supposed to be re-announced soon afterward but the franchisee and the company have gone silent about it.
Cannastix was supposed to be for the PJET Americanna foodtrucks only (which aren't hapenning). In the article from two days ago Jim Nixon mentioned 15mg packets of unflavored CBD isloate which sounds different from Cannastix spice packs and they look like sugar packets with the illegal brand and they don't mention Cannastix.
There are no Americanna Cafes or food trucks - DemiCash has posted on this. It was supposed to be with PJET (a Randy Torno linked likely fraud which has gone dark) and according to DemiCash as PJET was not a reliable partner the AmeriCanna Cafe concept with WCVC no longer exists according to Jim Nixon.
I actually agree with that. No buyer in any channel - restaurant, supermarket, etc. will care that they have a chef. If they develop good economically viable product that is all that matters. If someone wants to buy shrimp they already know what to do with it. It's not a new or an exotic ingredient. You don't need a banquet cook to convince someone to buy shrimp. It's dumb. I agree.
DEFINITELY a scam. Most obvious scam I've seen since LEXG. Financials don't make sense - consulting revenues just stay receivables and don't turn into cash (just money still owed after almost two years - a common accounting fraud sign - see my older posts). Constant PRs about irrelevant things like Tesla (e.g., ALYI strategy "bolstered" by Tesla success, etc.). Paid promotion from Rob Goldman of Goldman Small Cap research. CEO ran ANCE - another scam that promised Kenyan revenues and then went dark without an explanation - was also on the board of PJET - another scam that sold itself for nothing and was supposed to develop a food truck with a failing restaurant and then went dark. So you think he became honest for OTC stock #3? Lots of highly ambitious sounding technical plans PR'd (like hemp batteries with Clarkson professor David Mitlin who was being represented as running ALYI's research when he was actually just a one time consultant so they could use his name until he made them stop - google him and call him if you want to check or the patents that they licensed from Air Products until they couldn't afford to pay for them and just wasted the license money to have an exciting PR). PR'd a major "partner" which turned out to just be that ALYI will be at the same conference in Africa next year that a known company is headlining. Today's PR is equally garbage / non-specfic - even at face value if true it just means that people who grow hemp want ALYI to buy heemp from them. They would also want me to buy hemp from them - what is the significance of this PR? They dropped retail EV sales in the US that were supposed to come out more than a year ago after they realized it was easier to investigate than wholesale sales without a deadline in Africa. The only employee is part-time and has no technical background. CEO Randy Torno doesn't even list his involvement with ALYI on his social media - that's pretty strange - probably as he doesn't want to get fired for ethics violations from his real consulting job that he does list if they were to find out about his three penny stock scams. Balance that against the "upside" that a known fraudster is promising that he will have a lot of ride share sales in Africa from firms who are buying from a firm with no resources and no product (who wouldn't get fired for picking that as a supplier - there is no way for them to get through any reasonable due diligence) so if that is true you will make a lot of money! This is the most obvious scam that has not been shut down yet.
Chef Douwe is a chef at the Marriott Magnolia Hotel in Dallas. It is a banquet hall and also serves room service and simple food (burgers, sandwiches, soups, salads, and three entrees - salmon, chicken and a rib eye) in its lounge restaurant which is the bar/lounge. There is no shrimp on their menu as of today. That is not a prestigious job for a chef - more of a cook. There is no demand for a cookbook from that type of chef with no online followers. He is not on social media in the US other than a sparse linkedin page which just has Magnolia listed and not SHMP. I doubt that Marriott knows he is associated with / promoting SHMP.
OK - I'm not getting personal with you as a person and I didn't say you don't know how to read in general but it is a fact that you are posting dangerously wrong info about the Series B preferreds due to an inability to read financial or legal documents at least in this case- the preferreds ARE convertible at ANY TIME - the opposite of what you stated.
Two different filings are not going to put the opposite information about a financing and whether or not it is convertible. The reference I gave you is the actual document which defines the CONVERTIBLE preferred financing.
The certificate of designation of the Series B preferreds is referenced but not included in the 10-Q you reference (for the period to 12/31/19). It is included as Exhibit 3.1 in the 10-Q I referenced (for the period to 9/30/19) so you can read the whole thing as one must if they are going to make investments based on the Series B preferreds and whether or not they are convertible while SHMP is "healthy".
Probably higher than that but I'll wing it with a 20 day maturity 20 day lookback model rather than build a perpetual callable lookback model to get a minimum (winging it will be super conservative). The value of the preferred B shares is the lookback option (and to some degree the dividend). Average 20 day for for the past 2 years has been about 110. A daily lookback on a 20 day call is worth over 18% of the share price. This is a perpetual preferred so worth much more than that (it is also callable at 135% of issue but then the holder gets additional shares so that overall more valuable). It also has a 10% dividend so the minimum would be over 28% - you can't look at it as owning 18 (20 day options) of these in a year (which obviously would imply much more) as once it is exercised it is gone but it is much more than owning one of these worth over 28% as if you happen to hit a non-volatile period you can hold on for longer which has a ton of value.
My information is from the Series B Preferred Shares. These are CONVERTIBLE preferreds convertible at ANY TIME from issue on.
The description of these Series B CONVERTIBLE Preferred Stock (as they are called in this legal document) is in Exhibit 3 of of the 10-Q filed 11/14/19 for the period ending 9/30/19.
Your failure to be able to read financial or legal documents led you to the opposite conclusion of the truth which is that these are CONVERTIBLE at any time and REDEEMABLE (i.e., GHS can ask for the cash back) upon a trigger as in Section 5 of that document.
Quote:
Section 5. Conversion a) Conversion at option of Holder. Each Share of Prefered Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the holder thereof
The difference between convertible preferreds and convertible debentures is ranking in bankruptcy - they are both dilutive and in this case extremely dilutive converting at any time and at a significant discount due to the a very valuable look back period to convert at that the LOWEST VWAP over the 20 day observation period.
Nope - you read that wrong. A triggering event is needed for a redemption NOT for conversion - conversion can happen any time while the preferreds are outstanding. Redemption is not a conversion. A redemption is the preferreds being called for cash. A triggering event is necessary if GHS wants its cash back which it wouldn't under normal circumstances as the preferreds are a super lucrative vehicle to benefit from receiving cheap discounted shares and selling them to retail investors at market.
Your quotes are all correct - your interpretations of them are not. As your quote #1 states, the preferreds are classified as equity until a triggering event as they are cheap dilutive equity.
Quote number 2 is correct but has no significance - yes if triggered it becomes preferred equity with a face value claim (which would cause a bankruptcy if SHMP couldn't come up with the cash).
Quote 3 says that IF GHS can't convert (for some technical reason) or there is another triggering event the preferreds are redeemable - i.e., SHMP has to give them their money back (which would cause a bankruptcy if SHMP could not come up with the cash).
None of these say anything about GHS not being able to do dilutive conversions while SHMP is healthy as you state. In fact it is convertible AT ANY TIME as in Exhibit 3.1 in the 10-Q for 9/30/19 filed 11/14/19 which states:
Quote:
Section 5. Conversion a) Conversion at option of Holder. Each Share of Prefered Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the holder thereof
More relevant quotes include:
Quote:
Our existing stockholders may experience significant dilution from the sale of our common stock pursuant to the GHS financing agreement.
Quote:
GHS Investments LLC will pay less than the then-prevailing market price of our common stock which could cause the price of our common stock to decline.
Our common stock to be issued under the GHS Financing Agreement will be purchased at a twenty percent (20%) discount, or eighty percent (80%) of the lowest trading price for the Company’s common stock during the ten (10) consecutive trading days immediately preceding the date on which the Company delivers a put notice to GHS.
GHS has a financial incentive to sell our shares immediately upon receiving them to realize the profit between the discounted price and the market price. If GHS sells our shares, the price of our common stock may decrease. If our stock price decreases, GHS may have further incentive to sell such shares. Accordingly, the discounted sales price in the Financing Agreement may cause the price of our common stock to decline.
New buyers don't get cheap SHMP shares. Low priced doesn't mean cheap. GHS gets cheap SHMP shares and flips them higher (sometimes immediately) to new retail buyers who by definition are getting EXPENSIVE shares since they cost more than what GHS can buy them for at exactly the same time. If they didn't buy GHS shares they could do what investors do in a normal company - buy shares at the GHS cheap price in a secondary stock offering without having GHS eat their profits. Also, being able to continually buy low priced but, by definition, expensive shares is not a good thing - I am pretty sure that investors would rather have the stock go up or be able to buy at the GHS price as would be available in a normal company.
Also, ask any of the chefs you know if being Executive Chef at the Magnolia Hotel in Dallas is a prestigious job. "Banquet" never says Michelin star so don't look for a cookbook any time soon. Also, my guess is that Marriott Corp is not aware of Chef Douwe's outside job promoting this company. It would probably lead to termination.
The other thing they are hiding is who did the the third party fairness opinion - my guess is it is probably by Rob Goldman, the paid-for research shill who writes Goldman Small Cap Research which enables a lot of scams. And yes, it is totally normal for companies to disclose who did the fairness opinion. It's not normal to hide it.
The massively dilutive GHS financing is NOT the price for a real business big or small. The world is flooded with venture capital that does real financing at competitive terms. With near 0 (or below zero in some currencies) interest rates liquidity is as high as it has ever been with investors chasing real opportunities regardless of size, development stage or industry and with something like this they would actually get an ESG premium and be overwhelmed with VCs competing to fund them. GHS is not an investor - it is a parasite taking no risk on the success of SHMP. If a firm finances from risk-free dilution via a firm like GHS rather than real investors with a stake in the company's future success, it shows that no one real is interested in investing and that management is more interested in keeping the game going rather than having it do well.
The irony is that a company that produces nothing can stay "in business" forever like this or like LEXG did for a long long time doing the usual scam trick of reinventing what they do and making new deadlines (to which the pumpers will say "all good companies adapt!). One like WCVC that actually has a business you can visit and see the operations/product etc, will eventually shut down as it has huge losses. There's a downside of being "real." Ironic.
You need to fire your broker for sloppy work. It exists but it is not a loan. That GHS "loan" is a risk free dilution machine in the form of death spiral convertible preferreds and an equity financing facility where they buy stock at substantial discounts to the lowest price over a lookback period. Terrible financing. Not a "real" loan and if your broker said it was he or she is not very educated. Show him the S-1 or the 10-Qs and ask him how this "loan" works and if the lender is taking any risk (hint - they are not).
GHS has not invested a penny. It is a risk free dilution machine. GHS is able to buy shares from SHMP at 80% of the lowest price traded in the past 10 days. A discount with a look back - basically risk free dilution which raises cash for SHMP where GHS can buy those shares and sell to retail investors higher.
Read the Equity Financing Agreement Exhibit 10.1 in the 10-Q for details or the following in the last S-1.
As we draw down on the equity line of credit, shares of our common stock will be sold into the market by GHS.
GHS Investments LLC will pay less than the then-prevailing market price of our common stock which could cause the price of our common stock to decline.
Our common stock to be issued under the GHS Financing Agreement will be purchased at a twenty percent (20%) discount, or eighty percent (80%) of the lowest trading price for the Company’s common stock during the ten (10) consecutive trading days immediately preceding the date on which the Company delivers a put notice to GHS.
GHS has a financial incentive to sell our shares immediately upon receiving them to realize the profit between the discounted price and the market price. If GHS sells our shares, the price of our common stock may decrease. If our stock price decreases, GHS may have further incentive to sell such shares. Accordingly, the discounted sales price in the Financing Agreement may cause the price of our common stock to decline.
An underwriter is not an investor so even if true there was never anything there. An underwriter of a $100MM ICO would just take probably a 3% fee to sell the ICO to others. It's like saying "I have a realtor who said he would try to sell my house for a commission" and not "I have someone willing to buy my house." Not a stretch that they might find someone willing to investigate getting a commission.
They confirmed that they are going to a conference in 2021 which will be attended by a legitimate but unnamed company so it has to be true. Randy was in the reserves so he would never lie.
Because if it happens it won't be for cash, maybe stock for stock but also possibly it will be some typical OTC company trading with another OTC company (KALY) for something other than stock like a "dividend" out of something (that may or may not ever happen even if the acquisition happens). PJET/WCVC/USMJ, etc. type transactions that make no sense but show what happens when regular shareholders have no practical voting power or shareholder protections and there is no independent board of directors.
Goldman is not Goldman Sachs but one guy who gets paid to pump OTC companies. This is not my assumption it's on his website in the disclaimers of each PURA report.
https://www.goldmanresearch.com/
Exciting Sponsored Microcap Research
PURA: CBD Consumers Still Buying Plenty of CBD Products
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In the report are the following disclaimers
Goldman Small Cap Research is not affiliated in any way with Goldman Sachs & Co.
Since 2018, Goldman Small Cap Research has compensated by the Company in the amount of $29,000 for research subscription services and a fairness opinion, including $3000 for this research update.
Sorry - posted this before I saw everyone had already noted that Goldman Small Cap is basically a scam enabler