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... and yet the CEO's 51% never gets diluted!
Trump is going to Kenosha tomorrow
Hoping everyone remains safe in Kenosha as the troubling times continue.
I've been taking a break from this train wreck and have only skimmed the latest filings. As always, the highlight is as follows:
<< Our chief executive officer owns the majority of the voting power of our shareholders.
As the holder of our outstanding shares of Series C Preferred Stock, our chief executive officer, T. Riggs Eckelberry has 51% of the voting power of the Company’s shareholders (see “Securities Being Offered”). As a result, Mr. Eckelberry has the ability to control all matters submitted to shareholders, and his interests may differ from those of other shareholders. >>
I think the time has come to remove the word "may" in the final sentence.
You will recall that he obtained such power in exchange for the sum of $0.10
Out of interest, how many of the regulars on this board (1) got the chance to vote their shares, and (2) actually voted?
Well the assets of the company are worth at least $2 a share so smart money still believes that there is some form of due diligence going on. If we hear that the (non-binding) review is over, it will be a trip back into the toilet for us all.
I wonder what all of this costs to administer; I do not think I have ever seen a more convoluted capital structure than this:
https://ih.advfn.com/stock-market/USOTC/originclear-pk-OCLN/stock-news/82966155/post-qualification-amendment-to-a-1-a-offering-sta
It is simply astonishing how insulting this stuff is to common shareholders.
I seem to recall that the CEO has relocated his residence to Florida so this "Suite" is probably at a UPS store
Hmm, I think that's a candidate for a "pinned post" on the Board!
$535 to a nickel
Hopefully, he'll end up in jail and his ill-gotten gains will be disgorged. Certainly a better outcome for him than fleecing the wrong people and having their heavies deal with him.
I reckon we'll have an announcement on Monday morning
It amazes me that you can have a 30 minute webinar, with videos and guests, and say absolutely nothing! It's the sort of thing you expect to see at 2:30 in the morning on some dingy TV station, between the ginsu knives and no-money-down real estate infomercials.
The punchline, of course, is the new private placement that "ponzies" hefty quarterly dividends and throws in tons of free common shares so that they can further dilute all the mugs that have invested in the past. You'll lose all your principal, however.
That Ivan Anz looks like a shifty dude and completely untrustworthy.
I reckon if the huckster can take another couple of courses he'll be able to get Tom Cruise to show up at one of these events.
https://www.originclear.com/briefing-replay
What's another 2.4 million shares between friends?
https://ih.advfn.com/stock-market/USOTC/originclear-pk-OCLN/stock-news/82889794/current-report-filing-8-k
I didn't get anything ... try again on Friday, perhaps?
Can you send it to me also?
<< I have the report in PDF since the link no longer works...
I can send you a private message tomorrow during happy hour.....for you to know my email. Sorry there was a link...but no longer works. >>
Scientologists, perhaps?
<< Overview of Report
- A group of secretive individuals has been creating and operating microcap
companies in California. These companies have been to date business
failures, but those operating the companies are able to profit immensely
through convertible debt. >>
I thought he moved to Florida - it's the company that is "headquartered" in Texas
<< I think he fled California for Texas >>
Well, as with all reverse splits, there will be no immediate effect on shareholders other than they will own 10% of the share quantity that they used to own and, technically, each share will be worth 10x what it was worth before - so, if you owned 10,000 shares valued at $0.02 you will own 1,000 shares at $0.20
There are some good reasons for companies to do this from time to time - generally, potential investors will be more interested in a 20 cent share than a 2 cent share (and real investors will be more interested in a $2 share that a 20 cent one). The problem, of course, is ascertaining how the shares got to 2 cents in the first place which can be a consequence of many factors (lack of business, inability to make a profit, incompetent management, poor governance, dilution, excessive compensation / greed, etc.) - in our case, all of these things apply to some degree.
The real problem is that the authorized number of shares is remaining at 250 million and is not being proportionately reduced. So, potentially, an unchecked management could simply grant themselves, say, 100 million shares at no cost and basically wipe everyone else out.
Proposal 3 is even worse as it asks shareholders to allow the issuance of "blank check" preferred shares whenever the Board decides and subject to whatever rules they determine. It takes real balls to craft something that is as insulting as this to shareholders, many of whom have owned their shares for several years.
I haven't studied the re-incorporation proposal(s) but my current advice to all shareholders is (1) make sure you vote every share that you own, and (2) vote against EVERY proposal in the proxy (though I think I will probably approve the accounting firm). The company has done nothing to earn our trust and is clearly attempting to gain majority control such that they won't have to bother with dissatisfied shareholders in the future.
I'm not even sure that they have a manufacturing agreement in place
Sad news today about Kelly Preston
I had no idea he was a Scientologist. I did not think it was possible, but that actually makes it worse!
Maybe he should get locked up with Shelly Miscavige.
Wondering if anyone has examined the 10-Q for the first quarter. I'm about halfway through but have paused, waiting for my 3x Advil to take effect.
I reckon that the common stock should be trading at around $0.01
Just folks giving the finger to the proxy proposals!
I haven't seen much on the huge Arctic spill over the last several weeks, though it looks like there are folks who are attempting to keep the Wikipedia page up to date:
https://en.wikipedia.org/wiki/Norilsk_oil_spill
The one thing that we know is that this thing isn't just going to go away without massive clean-up and spending. A reasonable person would have to think that a deployment of Voraxials could be a key part of the solution and that, currently, there are not warehouses full of unused Voraxial inventory waiting to start separating on a grand scale.
So, someone would have to manufacture a significant number of units in reasonably short order. Unfortunately, our manufacturing agreement appears to have expired and we have no idea as to whether the company is even an option for future manufacturing. A hopeful person might think that there are sensitive and high-level discussions going on now with regard to commitments and pricing; a pessimistic person might conclude that the ball we once held in our sweaty hands has been dropped, and that it has been smashed into thousands of pieces.
Maybe it is just a coincidence that the outrageous proxy proposals overlap with these two situations (expiry of the 3-year agreement, and the Norilsk spill) - personally, I don't think so.
https://www.slb.com/well-production/processing-and-separation/water-treatment/voraxial-impeller-induced-cyclonic-separator#related-information
Rants are fine with me if they describe the truth.
It all comes down to entitlement, coupled with greed. There is zero respect for shareholders together with an arrogant attitude that assumes that there is one person alone who has all the answers. And now the stock is tanking because (1) they have allowed a key supply agreement to lapse, and (2) they appear to want to potentially dilute all their shareholders down to nothing.
With the cashing in of the below market options, the CEO, the widow, and the stooge now control somewhere between 40% and 45% of the outstanding shares. All they have to do is configure a couple of those new blank check preferreds and they can exceed 50% and do anything they choose with no repercussions.
I have to agree that current price is a gift - the company would never have engaged with a potential acquirer if the best they could get was $6 million for the whole lot - their technology and goodwill are worth twice that, at a minimum.
In any case, we should know in another week or two whether there's a deal or not - I'm not sure if I would like cash or a stock swap.
So, now we know why they cashed in all those options - see the proxy issued today. No governance changes and a 1:10 reverse split, with no reduction in the amount of the outstanding shares so they can issue up to 245 million shares to themselves (as well as the new preferred) without ever asking permission again.
Why would anyone in their right mind (other than John, Adele and Ray) vote affirmatively for this?
<< Our authorized but unissued common stock and the newly created class of “blank check” preferred stock may be issued at the direction of our board of directors at such times, in such amounts and upon such terms as our board of directors may determine, without further approval of our shareholders unless, in any instance, such approval is expressly required by law. The resulting increase in the number of authorized but unissued and shares of common stock as a result of the reverse stock split may affect the rights of existing holders of common shares to the extent that future issuances of common shares reduce each existing shareholder’s proportionate ownership and voting rights in our company. In addition, possible dilution caused by future issuances of common shares could be accompanied by a decline in the market price of our shares, assuming a market for our common stock continues, of which there is no assurance. >>
<< If this Proposal 3 is approved, the availability of undesignated “blank check” preferred stock may have certain negative effects on the rights of holders of the common stock. The actual effect of the issuance of any shares of preferred stock upon the rights of holders of common stock cannot be stated until the board of directors determines the specific rights of the holders of such preferred stock. If approved, the Amendment will permit the board of directors, without future shareholder approval, to issue “blank check” preferred stock with dividend, liquidation, conversion, voting or other rights, which are superior to and could adversely affect the voting power or other rights of the holders of our common stock. Specifically, the Board will be in a position to issue securities which would grant to the holders thereof, preferences or priorities over the holders of common stock with respect to, among other things, liquidation, dividends and voting. This could result in holders of common stock receiving less in the event of a liquidation, dissolution or other winding up of EVTN, reduce the amount of funds, if any, available for dividends on common stock, and dilute the voting power of the holders of our common stock. Shares of preferred stock that are issued by EVTN and subsequently redeemed or converted into another security of EVTN would be available to be reissued by us and the board of directors may set the terms of the reissued shares as they deem appropriate, in the same manner, and subject to the same limitations, as the authorized preferred shares permit. >>
New 8-k today - the dilution continues in style ... another million and a half shares in the dumping pile. They'll have to double the amount of outstanding shares in a couple of months and then we'll get another reverse split.
Rinse, repeat, rinse, repeat ...
Suggest you exercise some patience until the DD is finished and there is a follow-up announcement
(I think your patience will be well rewarded)
I reckon the company, even in its present condition, is worth between $20 and $25 million which would translate to between $6.80 and $8.50 per share; hopefully, the DD will be over soon and the new owner can monetize the assets that a generation of leaders have squandered
<< On June 12, 2020, NTN Buzztime, Inc. (the “Company”) entered into a non-binding letter of intent for a potential strategic transaction with a third party. The letter of intent is only a mutual indication of interest in the potential transaction by both parties and does not represent any legally binding commitment or obligation on the part of either party with respect to the potential transaction. The terms of the potential transaction, if any, are subject to a number of contingencies, including the performance of due diligence and the negotiation and execution of a definitive agreement. No assurances are, or can be given, that the parties will enter into a definitive agreement for the potential transaction, or that even if such agreement is entered into, that the potential transaction will be consummated. Entering into the letter of intent was a product of the Company’s previously announced strategic process. The Company does not intend to disclose additional details regarding the strategic process, or the letter of intent, unless and until further disclosure is appropriate or necessary. >>
Buyout is finally coming ... definitely worth over $5 in my opinion
Wish I could have picked mine up at a penny
I wish I knew why! Either it was "funny" for being exactly right ... or "funny" because my judgment is way off.
An "L" (latter), "F" (former), or "N" (neither) response would suffice.
Looks like the company has finally got around to updating their website and e-commerce platform - take a look:
https://www.pacificsandsinc.com/
Yes, I saw this also ...
Years ago we would get all excited about the deployment of our equipment to clean up such spills while hoping that it would be the ultimate "proof of concept" required to propel the technology to be best of breed.
Nowadays, we barely shrug - the technology no longer belongs to us and the 3-year manufacturing agreement is on the verge of expiry. My hope was that Schlumberger (& affiliates) would make major volume orders so that they could either lease the equipment to their clients or deploy multiple units quickly in situations precisely like this one.
While I'm not certain, I think we have sold precisely one unit to them and, as it turns out, this was part of their purchase price (about which we were not informed until after the fact). I may be mistaken on this, so please correct me as required.
Meanwhile we have state of the art CNC capability with no backlog at all.
I can still remember when there was spill activity and our prospects got the share price over $1.00 - yesterday, with news of a huge spill, we couldn't even beat the 3 cent barrier. Of course, a new agreement and a 20 unit order could get us back on track ... and, if we were part of the (long-term) Arctic clean up, the best thing would be that, ultimately, Putin would be funding it!
They simply ran out of money to generate all the SEC paperwork and have been essentially "dark" ever since. I'm no expert at judging the quality and potential efficacy of "shells" but, on the surface, GMND appears to be a good proposition.
Well, what is intriguing on this is the underlying presence of some science and actual product formulations that could (potentially) be worth millions of dollars. Granted, it is a very long shot that gems can be be extracted from the ashes (for current shareholders, that is) but there are many that will simply not throw in the towel until the fat lady has finally sung.
So, the risk of total loss is probably >90% but the prospect of, possibly, an enormous upside is why some folks do not give up hope.
This has a long (and painful) history with true innovation and abject failure and, in many respects, it is simply not the same as the vast majority of bankrupt junk that you see every day.
Congratulations to Dan Early for increased recognition as Chief Engineer. I have long considered him to be the company's greatest asset and the only management member to do any actual work (I do not consider hucksterism and idiotic bloviation to be "work").
My hope is that when the whole house of cards collapses Dan can make a clean getaway and that his licensing deal is structured such that his technology will revert back to him. He should fare very well with his next employer.
BREAKING NEWS: [OriginClear] announces that it has dedicated the duties of Chief Operating Officer Tom Marchesello, to seeking to increase revenues from existing profit centers at its Texas headquarters.
So, up until today, what had the COO been dedicated to achieving? Reducing revenues, perhaps?
So, they sneaked out the 10-k on Friday afternoon. Here's a highlight:
<< During the year ended December 31, 2019, we incurred a net loss of $27,473,678 and cash used in operations of $3,188,314. As of December 31, 2019, we had a working capital deficit of $38,598,414 and a shareholders’ deficit of $42,361,876. These factors, among others raise substantial doubt about our ability to continue as a going concern. Our independent auditors, in their report on our audited financial statements for the year ended December 31, 2019 expressed substantial doubt about our ability to continue as a going concern. >>
Revenues are lower year on year with huge operating loss.
Number of common shares has more than tripled since the beginning of the year.
CEO still trousering $360,000 in annual salary (paid, of course, in cash).
Who wants in?