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Agreed, banker. Although Dick and Harry could have used a company like Infrax or any of Itron's partners, the complication comes in because of the market that HempTech is in. SPIDer has had applications in the meter market for different sectors but never in a market like MJ/Cann that has proven to be exponential in growth. And that MJ is a relatively new space, it is difficult to do a comparative market analysis on a technology company like HempTech so an income-based valuation method (an NPV) could be best, IMHO.
My only issue with the move the Company chose to take is that they provided a valuation summary report that does not allow the public to make an assessment on the validity or the soundness of valuation.
Agreed. The key is that there is an offer from a public company as filed with the SEC. That is the focus and the deal that must close soon.
I am merely pointing out that the public cannot make a reasonable assessment based on the valuation summary, and based on the method of valuation which is an NPV calculation without disclosed terms used. On this basis, it makes no sense to use $60 million or even $600 million. That's all.
1971 and all, I read the summary valuation and it is crap. This is basically an NPV calculation which anyone can put together, including the public company that made the offer. FWDG basically paid to get one done, and without seeing the full calculation with discounted values used and period in the analysis, one could not make a reasonable assessment on the soundness of the valuation. FWDG is not willing to provide the full report so just toss this $60 million number for now.
HempTech is worth what the buyer is willing to pay. The public company that made the offer can run numbers using their own assumptions and it can return a negative number or a number that is considerably below $60 million.
On this basis, I would not hang hopes on this $60 million figure or any summary valuations provided by Dick and Harry, but wait to see FWDG release the offer that came in because that offer is the defining valuation for HempTech, not this POS summary report.
Stay tuned.
If an offer was made for HempTech, yes. It's a matter of coming to an agreement on the price. I'd like to see the offer from the public company, I think I will demand records now.
Not sure if the transactions are related. But in re of the offer that was made by a public company, I think it is fine to disclose the amount of the offer and the party making the offer if it was bonafide. An offer to buy is complete with terms and price so if someone called and say, "Hey, Talari, I want to buy HempTech" that is an expression of desire to purchase but not an offer. So, if an offer was made, FWDG ought to disclose, IMHO.
We--neither Talari et al or us--do not want this to be a series of "we're doing something" without any results, right? Talari has a lot riding on FWDG and Infrax so let's see him get 'er done.
HempTech's value is $60 million.
Other claims made by FWDG in re of what HempTech owns is an issue that management needs to rectify and correct (amend filings) if needed. Correction/amendment of previous filings and statements contained therein does not change the valuation of HempTech so there was no need to posture with the "IPs" speak which was foolish at best, IMHO.
We didn't open a can of worms. Disclosures have to be spotless and if management is worth their salt, they should address shareholder questions in a professional manner. They're the ones that created the confusion with Infrax, not shareholders.
Regardless of my holdings here, I will point out deficiencies when I see them. The reason is that this is still an OTC company, a penny stock company run by people who want to make money, and that is great. They're trying to make it.
The fact is that they have limited resources and can always use help from shareholders whether they believe it or not. The person who responded to my email inquiry told me something that should have been filed with the Commission. This is unprofessional b.s. that comes with just about every penny stock trading below a penny and $FWDG is no exception.
What hasn't changed here is the fact that there is value in HempTech confirmed by a professional valuation company.
$FWDG clearly stated that an offered was made, so a public company made an offer to buy the company without seeing a valuation. So, now there is a valuation that states $60 million. Let's see what Talari can get fro HempTech now.
It say as of December 31, 2014 which is different from date of summary report. You can put a value on assets as of a certain date so this is fine.
To be fair though, at least the valuation report was done by certified professionals, and the report can be used for IRS and SBA loans. $FWDG.
LOL again 1971. Talari evidently wants $2 million for use of Infrax's technologies which is fine but he hasn't figured out who should pay for it. This is why the June agreement was "done" but "scrapped" and re-written in December 2014 which was filed as done but now "scrapped" without FWDG shareholders even knowing about it--haha. If it's scrapped, Infrax should terminate the agreement and FWDG should file a 8-K that it entered and terminated an agreement. What is so difficult about this and why is IR giving lip about this?
Sell HempTech for $65 million and be done with it. I don't care who buys it as long as we get a big part in cash. I care about the stock price, yes I do. That is all I care about. If Infrax can come up with $65 million and lots of cash for it, sell it to Infrax. Maybe the offer came from Infrax based on their own IP.
LOL, 1971. Do not fret. The valuation for HempTech does not need to include IPs because we have established that HempTech has no rights to Infrax's IPs nor can use their technologies. FWDG/HempTech ought to retract their statement claiming a portfolio of IPs or clearly advise what the "portfolio" contains and how they acquired or developed them then I will shut up. We also know that any IP related to HempTech/Infrax for the cannabis market is $2 million for licensing so we're not looking at big $$ for the IP as point one.
Valuation for HempTech's assets includes intangible and tangible assets. As said earlier, these can be customer lists, contracts, current receivables, inventory, trademarks...etc. The buyer will pay a premium (Goodwill) on top of the actual value based on realizable contracts from customer lists and other relationships such as Futureland Properties. Projections can be drawn based on these factors alone to derive a $65 million valuation.
Whether the buyer will pay $65 million is a different story. The more doubtful the valuation, the less in cash portion and more in stock or all in stock because of the risk that is carried by the buyer to write down Goodwill in the event that future cash flow is not realized. In other words, if the actual value of assets is $15 million and the transaction price is $45MM, we're looking at the acquirer giving $30 million in Goodwill which tests for impairment charges against revenues/cash flow. If HempTech does no more than $15 million, the acquirer will write down $30 million in assets which is considerable.
All these factors have to be kept in mind. But the sloppiness of the related party transactions must GO, and the shitty attitude from $FWDG IR needs take a walk and not come back because this shareholder will not tolerate it.
Absolutely--and that is a good example and I'm fairly sure that is what is going on with HempTech. But in your example, it'd be no different than the builder claiming that they own all the sub-contractors when they don't. Do you see? I feel there is some misleading going on here.
What I sense for certain is that Talari wants to ding someone for $2 million, it's been contemplated in two places now. Better not be FWDG shareholders.
HempTech has VALUE nonetheless. It has contracts and customer relationships.
The innate value of HempTech, however, is not their portfolios of IPs as claimed. The technologies behind CaNNaTRAK, SmartSense, CaNNaLyTiX, SPIDer are owned by Infrax and the IPs claimed by HempTech/FWDG must be developed and seems limited to the cannabis industry. If FWDG has no licensing agreement to use the technologies and to develop them specifically for the cannabis market, I'm not sure what it is they are claiming to own IP-wise.
Again, HempTech can provide advisory services and products using Infrax as a vendor and project co-partner. This would be like a software solutions provider using Microsoft apps and other third party hardware for a major project, but the software solutions provider cannot say that they own IPs of Microsoft or IBM, can they?
Yes, it was. So the agreement that was supposed to allow FWDG to use Infrax's technologies and to have rights to the developed IPs got "edited" and somehow this agreement is now "scrapped" which raises questions about how these portfolios of IPs are HempTech's to the extent that they are able to lease it out to a company like Colorado Flower Company. How does one lease out something that it has no rights to?
1971, Infrax $IFX* never once mentioned the exclusive licensing agreement it had entered with FWDG back in June 2014. It's not in their 10K, not in their 10Qs. The only mention of the agreement is the 8-K of 12/23/2014 which according to FWDG is "scrapped." A licensing agreement for $2 million which FWDG paid for with 50 million shares--sorta hard to "forget" repeatedly, don't you think?
The interesting aspect of Infrax's financials is that this agreement for $2MM and receipt of shares from $FWDG are not reflected anywhere. Shouldn't there be licensing revenues booked during 2014 somewhere?
If Infrax held $FWDG shares since June 30, 2014 and didn't sell until 2015, the 50 million shares should be stated as "marketable securities" at fair value. If Infrax immediately sold the shares in July 2014, let's say, their statement of cash flow should reflect cash in from the sale. If they transferred/assigned the shares to another part, they should note it as such but in either case, there is a transaction or two here that should be traceable but they are not.
So, did we issue the shares or not? Infrax does not recognize the June agreement. It is recognizing a December 2014 agreement for $2 million but then again not really because it fails to disclose in its 10Q.
This is fun, Sam Talari.
Since shareholders are all too stupid to understand and can only make insidious remarks, perhaps Talari et al could make a statement about what the dealio really is between FWDG and Infrax other than questionable agreements and share issuances?
Geesh, smh.
Wait a minute here, I just remembered this: $FWDG already paid Infrax $2 million for licensing back in June 30, 2014 with 50 million shares so they need to explain how this agreement signed back in June 2014 got scrapped when it is a 10 year agreement.
http://www.sec.gov/Archives/edgar/data/1273988/000156651214000102/fwdg10q63014v2.htm
Let me see if I can provide some insight in re of Infrax and its relationship with FWDG/HempTech.
Start with this DD here:
http://www.sec.gov/Archives/edgar/data/1380277/000156651214000164/ifxy8kfwdg12232014.htm
No. I will be back later to explain the increase in O/S.
The problem with URVape and its "URVape" is that it is not their proprietary technology and they're currently utilizing an OEM service of a "manufacturer" who through several trading companies in Asia are producing for just about anyone who can fork up some cash to get 500-1000 units made. The "exclusive" ND/NC agreement signed is obviously not mutually exclusive, the supplier can and will produce for others. Don't be misled otherwise.
Read in the 10Q that URVape's "development team" and "consultant" are innovating the product and they're being patented. Hey, if there are provisional patents applied for, let's see it already--supply the numbers so we can take a look. I can tell you that the "URVape" is already patented by another company--2 patents--so I really question which aspects of the vape they're going to improve in 2 areas to the extent that URVape can patent them. It's a waste of time and money, IMHO. Stick to your core business as a technology company, not a vape producer.
Love $FWDG and been following it for a long time but I'm going to call them out if I see b.s.
Now, I will be waiting to see the valuation report which they said will be filed with the SEC next week. They said they were going to file a signed, summary valuation but I asked for the full report so that I can re-run the numbers myself.
Additionally, I have asked for additional clarification on the newest S/S, haven't heard back yet but if no answer by end of day, next Monday, I am going to exercise my rights as a shareholder under DE law to get me every piece of information I feel we're entitled to.
No time for b.s. here and I don't mince words. It's time for $FWDG to put up or shut up.
Why $FWDG would even file a S-1 for URVape is beyond me. They should roll that business into CBScientific and save the money. It is absolutely ridiculous to file a S-1 for something like this. I'm not relying on this S-1. If I want to invest in a vape company, I'd rather put money down on something already generating revenues in a big way. Sorry for being bluntly honest.
$FWDG valuation report to be filed with the SEC next week per Futureworld. High possibility that the transaction will also be done and announced next week since the last 8-K stated that the report will be supplied together.
Let's see the valuation report!
What they are exempt from is registration of the shares that were sold under Reg D. If a convertible note is issued by a reporting entity like $FWDG, there is a 6 month holding rule under Rule 144. Issuers do not have to furnish exhibits (the note themselves) especially if they are immaterial, however, issuer must disclose the conversion feature of a CD so that shareholders and the public as a whole can make a reasonable assessment of what the capital structure might look like in the future.
I understand as I have read their filings inside out. The problem here is that it does not disclose the terms of conversion, the discount applicable if any and conversion price if it's fixed. Secondly, unregistered securities were issued--it is evident in the trading as well as in the increase of the O/S. If unregistered securities were offered to satisfy payment of these convertible debentures, rules dictate (SEC's) that they disclose and report # of shares issued and on what date. I like to see things done by the book. Don't care if they're about to sell HempTech for $60 million or whatever because little details of how they operate their business matters.If Talari disagrees with my views, he can contact the SEC office directly and find out if the company is required to disclose or not. :D
$FWDG.
I watch my investments very closely and will comment directly to management if I see something that is not kosher. Sam Talari owes me and the rest of $FWDG shareholders an explanation regarding unacceptable disclosure levels for the convertible debt. And if in fact the company issued 400 million shares since November 2014, proper 8-K filing notating every issuance and date of issuance must follow. A simple Reg D filing will not cut it. I want to know to whom these shares were issued and at what price.
Here goes the $OCLG train to copperland! ----> CHOO CHOO!!
$OCLG is solid as a rock! The company's development and updates speak for itself. Looks like we're going for the inevitable penny break today!
That 45 day clock is nearing quickly here, folks.
Best to all,
They shall be registered? So, is FONU filing a S-1 to give to MDNT shareholders? Well, that's nice. Let them blowout of their shares since they've been bagholding for a long time.
LOL -- the real questions is: Does FONU also get the $22 million in liabilities attached to the land.
$22.1 million is the capitalized land lease.
minus (-)
Capital Lease Obligation
$4,251,414
minus (-)
Deferred Government Assistance
$18,464,462
========================================
more liability than asset, right?
$FWDG is about to experience a quantum shift & @hemptechcorp is at the center of it.
https://twitter.com/futureworldinc
I usually know what I'm talking about. If you DD'd Stevia and HempTech together, you'd see why this union makes sense. But, of course, I could be totally wrong.
GL all. Added some more here today.
$FWDG.
I'm fairly sure it is Stevia, Inc. and it'd make a really good home for HempTech because of the financial backing it has from big sources. If the two joined forces, the combined company should trade at 60c in near term, IMHO, because of the contracts HempTech landed so far and the fact that Stevia has a strong balance sheet even as a standalone.
If you run some DD on Stevia (run through filings), you see that they're preparing for "something"...
I think you might be close with your EBBU, LLC idea. I do not want to see the top 2 on your list. I think American Green ($ERBB) could be a good fit but they are not necessarily a technology developer but more of a technology idea generating company.
My first pick is Stevia $STEV because of the relationship they have with EBBU, LLC. The suitor cannot be EBBU itself because it is not a public company but Stevia being supported by EBBU and being closest to HempTech in its business model (and paired with its nice share structure), makes the marriage a very good one, IMHO.
I have some bigger players in mind which I will shares in days to come :D
I don't think it's American Green although the relationship is strong because of CB Scientific's product. Who did you have in mind? Let's have some fun guessing. Might as well while we wait.
Wish Glenn were freed up and can contact me. Any word from him lately?
Didn't think it would, trying to figure out how many it might have behind the 1MM.
This ATDF 0069 could be one of the 3 noteholders. AMYE is done, VFIN looks done (fingers crossed)...need to pop this ATDF, yes.
wassup, N. I'll try to hit you up on Skype later about $FWDG. Not online these days. She's looking good today here, eh?
Is VFIN really done? LOL, so annoying. Let's give this a few more hours and see who wants to turn papers in before massive news ahead.