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"Every action of the board that was taken based on unilateral control of the voting shares via the Series A is illegitimate." Since the December 2021 Order, I would tend to agree with this statement. I was the FIRST PERSON to make this argument and take this position. I see I get no credit from the peanut gallery. Why? simplt because we disagree on what it means (good or bad) for NSI. I am not yet in the bad camp.
"The figure of 30M shares resulted from the number of authorized shares remaining to be issued BEFORE SHMP increased the AS to 1.4 BILLION shares."
Here's what it's not: two times the then outstanding shares. Care to explain the discrepancy? See above. That's why there's a discrepancy.
Josh, you and I can find common ground, buit it's like you purposefully avoid sharing the same land as me. I don't bite.
Won't even reply to the thread... just starts a new post each time. Avoids associating with the original premise to avoid accountability for not rebutting the points and to push the post down.
Your opinion doesn't matter. Facts, logic and reason do.
Still no substantive rebuttal to my post? What an embarrassing defeat you're taking here.
Your belief means nothing to me. Show me with facts.
Bumping for EQ so he stops asking questions that have already been addressed. EQ, your point can be made simply by responding with a rebuttal to this post. Do it!
Bhahaha I did this already. You clearly don't read. Those who care, will read. Those who read, will know what you're about. My generosity has waned and I do not respect you enough to continue to engage.
I addressed this specifically in my SERIES A analysis. Again proof you don't read before spouting off. Doesn't matter what I would say though, you'll make up some lame rebuttal that flies in the face of reality, logic, reason and the law.
I agree, that's a fact. What's your point? Where's the problem? Really searching those couch cushions for 2 cents.
"I have no standing in the case…." I mean, thanks for being honest, but it begs the question: Why should anyone listen to what you have to say?
I'll still listen, if you prove Plaintiff's attorney was in-house counsel for NSI at the time of the lawsuit, then we can discuss further.
I'll get ahead of the fact you won't be able to prove it, so, in arguendo, if Plaintiff's attorney was in-house counsel for NSI and sued his then current employer on behalf of Shover, the only party harmed is Shover. More specifically, under your made up scenario, NSI would have known Shover's counsel worked for them and, if there was a problem with a conflict adverse to NSI, it is reasonable to presume NSI would have filed an objection / motion to disqualify. Frankly, they probably would have just fired the attorney. Ergo, we may reasonably infer that any "conflict" would have materially benefited NSI.
That leaves us to review whether the existence of a "conflict" materially adversely effected Shover / other similarly situated common shareholders. Circumstantial facts shed light on this issue. First, if there was a potential for a conflict, it may be waived with informed, voluntary, written consent. Perhaps Shover and NSI signed a waiver. It'd be privileged so you'll never know. Second, if a conflict was not disclosed at the time and Shover was materially adversely effected by it, there's certainly enough information publicly available now to "discover" the conflict and take remedial subsequent action to address any harm. No such actions exist at this time. One may thus infer that Shover was NOT materially adversely effected by the settlement agreement, even IF there was a "conflict."
Again, a non-issue hyperbolically and irrationally blown out of any semblance of reasonable proportion.
Frankly, I don't care what you think of me, just as I know you could careless what I think of you (FYI, it's not a good opinion). Be honest, who cites to specifics and facts more, me, or you?
None of your "rebuttals" are facts. They are merely your opinions. Unsupported, unsubstantiated, nonsensical, illogical opinions. They lack any semblance of academic, professional, or generally informed knowledge about NSI or the issues we're discussing. Frankly, there's no difference between your last comment and someone saying "the earth is flat."
Same premise to you as to Pepe: What specific statement of mine is deceptive?
You'll have to rebut my points to even begin to explain. But, you never do and never will, so no need to say "Good luck." However, if you want to actually put some effort in, start by referring to a specific NV law that was violated. Only then can you move on to discuss how that interplays with federal securities law and the supremacy clause of the US Constitution.
Did you interplead yourself? Did you file an objection? I reviewed the docket. I listened to the hearing. The answer to both questions is, "No, you did not." And in fact, nor did anyone else. Therefore, the hearing was a rubber stamp proceeding with no adverse party. Consequently, the Judge chose to bullshit with the attorneys and congratulate them on getting a deal done, instead of sua sponte scrutinizing the settlement. The standard was "fair and reasonable." What would the judge have relied upon to find the settlement was "unfair" and "unreasonable"? We've come full circle back to the original two questions. The answer: NOTHING.
Accordingly, please explain what you mean by "[w]hat exists today resembles nothing of waht was presented to the judge." The O/S at the time of Series A issuance was approximately 85,000,000 common shares, the Joint Settlement 5 years later, conveyed 93,000,000 common shares to NSH shareholders. That's what the Complaint sought and that's what was agreed. What are you relying upon to argue that this is NOT fair and reasonable?
IMO, there was nothing wrong with the proceeding, if a wrong does exist, then it arose subsequent to the case and because NSI failed and continues to fail to cancel the Series A. I've said this ad nauseam. Circumstantial evidence supports this interpretation. See the YOTA Merger Agreement which required the Series A to be cancelled upon consummation of the business transaction WITHOUT consideration for the shares.
Where am I deceiving? Will you provide an example? Like I said... no you won't. Keep spouting.
None of that shows Easterling "unduly controls the Series A." That issue doesn't start until AFTER the December 6. 2021, Order approving the Joint Motion AND NSI does not retire / cancel the Series A. IN FACT, I was the FIRST and ONLY person on this site to raise the issue that the SERIES A, having been reconverted back into common shares, no longer are supported by valid consideration and have to be canceled / returned to the Treasury. The issue of conversion is moot based on this issue. The YOTA merger agreement identified this and contemplated the same outcome when it specified that upon closing, the SERIES A would be returned to the treasury and canceled WITHOUT CONSIDERATION PAID.
However, I will indulge you further because I am still feeling generous (but not generous enough to continue to spoon feed citations). A recent NSI filing expressly represents the number of common shares that the SERIES A are convertible into. It was something like 30,000,000.
Bottom line: IMO, SERIES A are illegit. However, if NSI wants to act like they are legit, then you must state an actual controversy wherein NSI's voting of the SERIES A materially harmed common shareholders. Remember, you have to overcome the Business Judgment Rule. Pesky tough standard. The floor is yours.
EQ's ego controls. Hubris. The lack of control over it is kinda sad. Makes for obnoxious and embarrassing interactions.
All it proves is I read and EQ does not. Simple regurgitation of facts gets you to a far different concluion than EQ draws. I couldnt' take the nonsense any more.
Am I a "they"? Please point to exactly where I lied. I beg of you. My guess is you won't.
Good rebuttal. Nothing I said is opinion, it's all fact.
Series A analysis.
Exactly. Thanks for confirming EQ's gas lighting.
"If that transaction would have taken place with a NYSE or big Nasdaq company"
What transaction specifically are you referring to?
"not only would the stock have been immediately halted, but it would've made headline news on CNBC"
I thought maybe it'd be common sense that, regardless of what kind of transaction you're talking about above, a "NYSE or big NASDAQ company" presumably would have identified and worked out any issues prior to consummating said amorphous transaction.
"That preferred stock took virtually all rights from common shareholders."
Which shareholders? The holders of 69,042,293 common shares issued between consummation of what I presume is the transaction to which you refer above and the creation and issuance of the Series A? Or the folks who bought those shares following NSI's August 22, 2018, 8K notifying the general public of a "Material Modification to Rights of Security Holders?" Or, is it all holders of common shares in excess of 300,000,000 (remember Series A voting rights = 60 common : 1 Preferred) (NSI didn't exeed 300,000,000 O/S until the 2019-04-01 Prospectus. https://www.sec.gov/Archives/edgar/data/1465470/000165495419003865/nsmp_424b3.html).
Claims require harm. Which NSI shareholders were harmed and when? I'll indulge you since I'm feeling generous today.
2014-05-19
8-K noticing Delgado's ascension with majority purchase of shares in Multiplayer Online Dragon 97.94%
https://www.sec.gov/Archives/edgar/data/1465470/000114420414032068/v379005_8-k.htm
2014-07-14
Annual Report noticing Management's intent to look for merger and to change business plans.
https://www.sec.gov/Archives/edgar/data/1465470/000114420414042739/v383401_10k.htm
2014-12-03
"The Consideration will represent approximately 77.85% of the outstanding common stock of the Company immediately following the closing on a fully diluted basis."
https://www.sec.gov/Archives/edgar/data/1465470/000114420414071981/v395452_8-k.htm
2015-02-03
"NSH beneficially owns 75,520,240 shares of Common Stock, which represent approximately 88.62% of the outstanding shares of Common Stock. By reason being a director and the Chairman of the Board and Chief Executive Officer of NSH, Williams may be deemed to beneficially own 75,520,240 shares of Common Stock, which represent approximately 88.62% of the outstanding shares of Common Stock. By reason of being a director and the President and Secretary of NSH, Easterling may be deemed to beneficially own 75,520,240 shares of Common Stock.
(b) NSH has the sole power to vote and sole power to dispose of 75,520,240 shares of Common Stock, which represent approximately 88.62% of the outstanding shares of Common Stock. Williams and Easterling may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Williams and Easterling disclaim that they are beneficial owners of such shares, except to the extent of their pecuniary interest herein."
https://www.sec.gov/Archives/edgar/data/1465470/000135448815000426/mod_sc13d.htm
Paragraph 3 of the JOINT Motion for Stipulation of Settlement of Claims states:
"On January 30, 2015, the asset purchase was consummated between NSI and NSH. Pursuant to the agreement, NSI issued 75,520,240 shares of common stock to NSH as consideration for all of the assets. As a result of the transaction, NSH held 88.62% of the issued and outstanding shares of NSI.
2015-02-23
"State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
85,220,240 as of February 20, 2015"
https://www.sec.gov/Archives/edgar/data/1465470/000135448815000775/mod_10q.htm
Amended Exhibit A to the JOINT Motion for Stipulation of Settlement of Claims puts the number of common shares to be issued at
92,830,216.
2018-08-20
Just two days before issuance of the Series A, "[a]s of August 20, 2018, there were 154,262,533 shares of the registrant’s common stock outstanding."
https://www.sec.gov/Archives/edgar/data/1465470/000165495418009409/shmp_10q.htm
Paragraph 3 of the JOINT Motion for Stipulation of Settlement of Claims continued to state:
Subsequently, pursuant to the agreement with NSH shareholders and the representations made to them at the time, the NSI common shares were supposed to be exchanged for the privately held shares of NSH, some of which were held by Plaintiff, resulting in each shareholder of NSH getting the equivalent number of shares of the common stock of NSI. However, because of the complex securities laws, NSI/NSH was prohibited from being able to distribute the NSI shares acquired in the asset purchase directly to the NSH shareholders for several reasons, including the fact that the NSH shareholder group contained a large number of unaccredited shareholders, as that terms is defined under the securities laws, that greatly exceeded the allowable number under the regulations for a distribution at the time. Because the “going public” scenario was a goal of NSH, and one the shareholders were in favor of and had been promised over the years, the asset purchase was consummated/structured so that the Company could become public in the transaction and the NSI shares would be reserved for the NSH shareholders. While the Company sought solutions to the share exchange issue, in the interim, the NSI shares of common stock were to be held beneficially for the shareholders of NSH, including Plaintiff."
2018-08-22
Speaks for itself.
https://www.sec.gov/Archives/edgar/data/1465470/000165495418009491/shmp_8k.htm
Paragraph 4 of the JOINT Motion for Stipulation of Settlement of Claims continued to state:
"On August 15, 2018, NSH, which beneficially held the NSI shares for the NSH shareholders like Plaintiff, exchanged 75,000,000 shares of the common stock of NSI for 5,000,000 shares of newly issued Series A Preferred Stock, which had no rights to dividends— unlike the common shares. In addition, the Series A Preferred Shares were convertible into common shares with the consent of the majority of the holders of such shares. This was done with the goal of eventually making the shares more attractive for investors and a better market."
Who was harmed? Let's say it's "All of the Above," well, those common shareholders had the right to sue NSI since August 22, 2018, no? Gary Shover did. He did it on behalf of himself and others like him who, since they didn't have control of their shares until December 6, 2021 (Happy belated Anniversary), fall into ALL THREE categories discussed above. Consequently, any "investor" who could have standing, but was not part of the Shover Suit, nonetheless had their interests represented by Shover. This is why the outcome of the Shover Suit is applicable to all NSI "investors." The "issues" you raise were clearly adjudicated. This is not opinion, this is fact.
If you think the SEC can address some wrong, then:
1: Define the wrong to be addressed. All parts of this "transaction" were disclosed to the Public. Folks who bought NSI common shares after August 22, 2018, knew exactly what they were getting; and,
2. Define the statute of limitations for the cause of action. What law was violated? How long does the SEC have to address the violation? This is all statutory. You can make express citations. When should we expect the SEC to come in and address whatever violation you think occurred? We're into year six and crickets.
Unsophisticated U Darthium's original premise: "I am still waiting to read the required 8k from Natural Disaster exposing the Florida disaster."
What does the PL problem have to do with "the Florida Disaster"? Are we talking about the same things?
"For example, US Foods. Isn't it common sense that there are virtually no sales being generated from US Foods." How is this "fact" common sense? This is internal company information and the nature of their sales are not broken out. The general public literally has NO INFORMATION on which to conclude as you have, let alone call it "common sense."
"Isn't it common sense that even if Niterra was truly interested, isn't it common sense that Niterrq is in a much better position to negotiate a good deal as opposed to SHMP." This would be more in line with common sense. Based on facts, in the form of NUMBERS, NSI needs money to operate. Negotiation 101 says bargaining power will reside with the financier.
"Isn't it common sense that the company is in beyond deep financial trouble." This is not common sense. We know that NSI requires approximately $1 mil/mo. to operate. What is interesting is that the operation cost has not gone up between 10Q filings, while over the same time presumably production has increased. Therefore, if costs are relatively fixed in relation to production, then increased production gets you an economy of scale which has been economically unviable in the RAS industry to date. My point being, it's not common sense that NSI is in deep financial trouble IF production is increasing; increased accounts receivable should provide working capital sufficient to materially offset or do away with third-party financing.
"UF says someone would buy Fife out. Yes, maybe $200,000 at a time at 30 percent discounts. However and with the list of lawsuits that the SEC has against toxic lenders, I don't know anyone that would want to do it because the risk of an SEC lawsuit is great. Virtually every player that was in the toxic note business is gone."
NSI sells shares, Fife buys the shares and then may resell them. Under the last Financing Agreement, Fife is a middle-man Market Maker, not a lender. There' would be nothing to "buy out." Now, with regards to other financing arrangements between NSI and GHS, I would agree, there are set repayment terms / amounts which may require a "buy out." Not sure why lawsuits against "Toxic lenders" would prevent someone from "buying out" GHS's position. It's not like someone would be buying GHS and thus it's liabilities. This statement shows a severe lack of understanding of M&A / equity financing agreements.
Reliance on EQ's analysis of the SERIES A is misplaced.
How do you know NSI hasn't been getting the 2 million PL's/month? Where was this represented?
How many months ago? I very recently made a post about how, for me, the next 10Q will be pivotal to my position on whether I continue to give NSI the benefit of the doubt. For me, the March 2023 Homegrown PL contract answered a lot of questions regarding NSI's failure to meet its own represented production goals. IMO, it meant there were variables that made NSI's poor performance NOT SOLELY management's fault.
NOW, your comment implies that you and/or the general public have known about a Homegrown PL problem for months? NO ONE on this forum mentioned Homegrown PL problems in response to my very recent posts. Therefore, I find little credibility in the statement "news of the Homegrown issues were known many many months ago." Please provide factual support for how you get to this conclusion. The Homegrown Contract was signed end of March 2023, only 9 months ago. "Many many months ago" insinuates that the problem started almost IMMEDIATELY AFTER NSI signed the Homegrown Contract.
A worldwide PL problem makes me have to reevaluate my personal timeline for NSI.
Unsophisticated U Darthium thinks the termination of a LOI and the return of a $5000 deposit, on a deal that committed ZERO NSI funds and would develop ONLY with use of grant money, is a material event worth an 8K. LOL. That should tell you all you need to know.
figures have been represented. The data behind the figures, IMO, is proprietary.
"Total survival (%) 78"
That would make the mortality rate (100-78) 22%
You'll have to clarify what you mean by size distribution.
"Niterra has no skin in the SHMP game." I tend to agree with that statement.
I was referring specifically to Hydrenesis JV and Jefferson County JV. What are the other two you believe exist?
There are two Florida deals. Which one was GE referring to when he said we still have Florida?
Bro, they needed local, county and state funding. It was in conjunction with building an education center. AND, they only put down $5,000.00. As suspect of this company as you are, you can't tell me those facts made you think "Wow, this is the next big done deal!"
I don't disagree that there are unanswered questions. My issue is with the jumping to conclusions in the absence of information. Make a decision based on the absence of info, but don't speculate and pontificate as to what are believes the implications (always negative).
Funny how forward looking statements don't always pan out... like saying they'll never sell any shrimp...
Which of the PRs will NEVER come to fruition? Perhaps we have a patience problem, not a come to fruition problem.
Data has been released, some just don't believe in its accuracy or truthfulness. That's a personal decision to make, but again, it comes down to belief and speculation.
Fraud requires the misstatement to be material. EVERYONE knows the Florida deal was a long-shot; countless contingencies needed to be met by parties overwhich NSI had no control, including local, county and state governmental entities. Moreover, NSI had only $5,000.00 of skin in the game. I would say the loss of Florida is a far from material event for NSI, IMO. Wanna try again, UD?
Beliefs and assumptions is all I needed to know.
Such as? Just one. Prove just one tall tale. We all know the difference between puffery and intentional falsehoods, right?