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Wrong. The A/S was increased shortly before the merger by a single filing with the Wyoming SoS. This only sets an upper limit for the number of shares the company may issue but has nothing to do with the number of shares that have actually been issued (the O/S). The shares to be concerned with, which are the ones we're chewing through, are the float (shares that may be traded). Shares that are included in the O/S but not in the float are in certificate form; likely restricted from sale. The shares from the previous management's toxic funding are included in the O/S but not all of them are necessarily in the float (although they most likely are). We'll find out the true share structure if and when the company becomes fully reporting.
Also, the company can increase the A/S whenever it feels the need to do so.
The company can issue restricted shares without shareholder's knowledge but the only way to issue free trading shares is to rely on an exemption or by registering the shares, both of which require filings with the SEC. Such filings are public knowledge and viewable on EDGAR as soon as they've been filed. Also, free trading shares can only be issued by the company in exchange for capital investment (cash!), not for debt or other reasons.
It doesn't sound like you fully understand the difference between A/S and O/S. The A/S is the number of shares the company is allowed (authorized) to issue, in total. It's also known as the company's share capital. The O/S is the number of shares the company has physically issued, to date. In the case of FOGC, there is no disparity between the two at all.
How do you think they'd go about reducing the O/S? I don't think they have the $ to do a share buy-back.
It's my understanding the ticker symbol change cannot occur within 60 days of the announcement of a corporate event. In this case, a corporate event being the reverse merger, which was announced on June 11.
IMO, a bigger milestone than the ticker symbol change will be the removal of the DTC Chill. A ticker change is simply an administrative matter whereas the DTC Chill being removed signifies the "sins of the past" have been "forgiven" (in the DTC sense of the word). It also means the company has convinced the DTC it will be behaving in the best interest of its shareholders in the future.
People who want to remain anonymous like to incorporate companies in Wyoming because nominee officers are allowed. This is unique to Wyoming. I can understand why the previous management moved the company from Nevada to Wyoming but I'm sure Manzo could care less. After all, his name's on everything and he isn't hiding behind anyone. I'd have thought he'd do whatever is necessary to have the address updated, considering whose address is still listed.
... but I wonder why they didn't update the office and mailing addresses?
By "debt conversions" are you referring to the $310,000 worth of convertible promissory notes that are convertible to shares at a 45% discount to the market price (as outlined in the recent financial statements)? As of today, the conversion has not yet occurred. The debt still exists and can be converted to shares at any time. At the current market price, the company would be issuing over one billion shares to satisfy that debt. At least debt conversions don't fall under a rule 504 exemption, so the shares would not be free trading. Let's hope the company can come up with a clever way to deal with this debt, prior to the note holder's demand for the company to issue the shares.
My only comment on the e-mail from Ray Barton (other than I agree with him) is, the company should know how many shares are still sitting in certificate form. They should also know how many of those certificates are restricted from sale. If they don't know, they should have the T/A generate a list for them. It's also possible to arrange to have the T/A notify the company if any certificates are deposited into brokerage accounts (presumably to be sold). Normally, the company wouldn't know if any certificates had been deposited until they receive their monthly statement from the T/A.
From 2010 to 2013, the "pre-Manzo" management issued over 2.6 billion shares. That's when the dilution occurred. We must assume the vast majority of these shares are free trading. That's what we need to chew through. To make matters worse, the people who own these shares probably don't care what they get because they paid "NOTHING" for them. That's why it's called TOXIC FINANCING. There's no conspiracy, no shorting and no manipulation by MM's; just some sellers with tons of stock who want it gone, regardless of what they get. That's the nature of the "P&D" beast. Once they're "out" and the majority of the shares are in the hands of the public, we'll have a normal market and it will go past $0.01 like a rocket.
There is none! No shares have been issued since Manzo took over months ago. The company says no shares have been issued since 2013. A/S is irrelevant but A/S, O/S and the float are documented on OTCMarkets.com.
I could agree with you, but then we'd both be wrong.
It's very weird. If I had to guess, I'd say it's the tail end of the "toxic financing" shares issued over the past two years, being dumped on the market at whatever they can get for them. Once they're "out", it should trade at whatever you guys want it to! I don't buy the "MM's manipulating" or short selling arguments. Neither makes any sense. Right now, based on a great story and the fact the new management is doing all the right things, this stock should be over $0.01. I was happy to see the old BS MiniMart PR firm gone from the Company Profile on OTC Markets. Now, if they can get the DTC chill matter resolved, we'll see those higher numbers. I still don't understand why Manzo picked a shell with so much baggage but he's cleaning it up, slowly but surely.
Even if you're not, the Pink Sheets obviously don't have the same insider trading disclosure requirements that the OTCQB/QX has.
Anyone who owns 10% of the O/S (or 268,521,168 shares) or more, is officially an insider! Don't you control the company if you control 51% of the stock? You guys are pretty close.
Please explain how it's dilution when the O/S hasn't changed.
If I'm not mistaken, FINRA makes issuers wait 60 days after announcing any corporate action (e.g. reverse merger), to change their ticker symbol. MM's are well aware of these types of rules.
How did the issuer issue free trading shares? That's not possible without relying on a Rule 144 exemption or registering the shares. Both involve SEC filings, none of which have been filed.
An MM can't cause dilution, only the issuer can.
The O/S is increased when the shares are issued. The float increases when those shares are deposited into a brokerage account (which is when they are converted from certificate form).
Don't hold your breath for an O/S reduction. The only practical way to do it is through a share buy-back but the company has no cash, so they couldn't.
The company cannot just issue free trading shares whenever they feel like it. The selling we're seeing is likely shares that were issued some time ago by the previous management, that were restricted but aren't anymore. Hard to know without full disclosure. If the company would tell us how many shares (restricted and free trading (if any)) have been issued over the past couple of years, to whom and for what reason, that would answer a lot of questions.
Selling a large block of shares too cheaply is NOT dilution. VFIN cannot create new shares. Only the issuer can do that.
Frankly, none of us know what's going on. All we can do is speculate. Why is the company so quiet? Knowing what we know about the company that just merged with FOGC, why would they do it? Makes no sense. FOGC can't be used to raise the kind of money it will take to develop the company's product, so what's the reason for the merger?
Please explain how FOGC could ever raise the kind of capital required to develop such a product.
RE: DTC Chill - the most common reason for a DTC chill is when companies issue large blocks of unregistered, free trading shares, usually followed by "irregular" trading activity. Sound familiar???
FOGC: 2012 and 2013 Annual Non-SEC, Unaudited Reports
http://www.otcmarkets.com/financialReportViewer?symbol=FOGC&id=122121
More B.S. mini non-full-disclosure reports. These ones do explain the issuance of 325 million shares but there's still about 1.6 billion shares that remain an unexplained mystery. Other than that, just lots of zeros and negative numbers.
Perhaps, but the DTC chill's been "on" for about two years. That's a long time. If it was as simple to remove as filing some sort of BS quarterly report, they would have done it long ago, IMO. If I recall, more than one MMG company was hit with a DTC chill around the same time.
Having a DTC chill removed isn't as easy as filing some sort of internal, mini-quarterly report. The report that showed-up on OTC markets today has tons of holes in it. This is by no means a full disclosure document, like the quarterly report a company would file with the SEC. DTCC probably needs a clear picture of past share issuances and changes in beneficial ownership of those shares, before it will lift the chill. That's a huge undertaking, especially when the individuals involved probably won't cooperate. In essence, FOGC will need to show it isn't, and wasn't, a pump-and-dump.
This R/M occurred at least two months ago. I'm surprised by the lack of a press release. Maybe they don't think the market will view it as good news. I wonder what the terms of the merger were? I also wonder when they issued nearly 2 billion new shares, and for what purpose?
Read the report. It says the company has no office. It receives mail at a P.O. box.
FOGC: March 31, 2014 Quarterly Financial Statement - filed today.
http://www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=122118
Not the merger partner shareholders were hoping for !!! No surprise though. No viable company would have merged with FOGC. Notice the number of O/S shares has increased from 778 million to 2.7 BILLION !!! OTC Markets had it right earlier.
I wonder what FOGC did with its "valuable" subsidiaries; Alta Mining and Cressent Energy? LOL. It looks different, the players have changed (maybe) but the game is the same.
WRONG!
FOGC Security Details
Share Structure
Market Value1 $851,914 a/o Jun 03, 2014
Shares Outstanding 3,085,211,678 a/o May 31, 2014
Float 2,498,858,639 a/o May 31, 2014
Authorized Shares 5,000,000,000 a/o May 31, 2014
Did anyone notice... 2.3 BILLION shares were just issued and the float is now 2.5 BILLION shares, so the bulk of the shares that were just issued are free-trading.
If it's true, why no P.R.?
New CEO/President is an I.R. guy, likely put there by the I.R. firm that controls the company.
I think you mean feint of heart, and yes it is. Once you figure out who the players are, it's pretty easy to predict the movements of a stock like this. You certainly don't need to worry about profit and loss clouding the picture!
DTC chill being lifted would qualify as a major event or even one of FOGC's anonymous management revealing their identity, but not paying a $100 annual fee! LOL.
FOGC is still listed for sale as a shell by M.Z. That we know for sure. You can't sell a company that's inactive, so that's why they would have paid their dues. It's nothing remarkable; every company does it, public or private. I know everyone's looking for sign's of legitimate life from FOGC but that isn't it!
The last time FOGC's anonymous management issued shares, they issued over 700 million free trading shares, when there were only 70 million issued and outstanding. That's big-time dilution! Shows you how much regard they have for shareholders. Furthermore, they never said who the shares were issued to or why. The PPS had just risen from less than a penny to about 7 cents due to nothing more than hype and excitement. Do you think this won't happen again??? Why not???