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Convertible notes convert based on the financing terms. That is the only fact here.
This is from PACV’s 2018 10-K:
On July 12, 2017, the issued a Convertible Promissory Note to JSJ Investments Inc. for total gross proceeds of $75,000. The note is convertible at any time after the issuance date, bears interest at 12% and matures on April 12, 2018.
$PACV
It doesn’t state “past due” in those PRs. Like I said, the wording is/was misleading. That’s not to say it was a lie, but I highly doubt that they intended for it to be clear. Most shareholders were under the impression that the company eliminated all of their toxic debt.
Also, if we take into consideration the dispute with BNA Investment Capital and TRA Capital, there are $223K worth of past due notes that could convert into equity if a judgment is made in favor of the plaintiffs.
$PACV
Well, let us continue analyzing both PRs then...
From the March 10th news:
However, as additional notes matured and recently became convertible into common stock, we realized the negative effects those conversions were having on the dilution of our stock and the downward pressure on its price. Thus, we have repaid and satisfied these convertible notes in order to avoid any further potential equity dilution. At this time, there are no other convertible notes that have the ability to convert into equity.
And from the June 22nd news:
As we have begun to generate cash flow from operations, we have repaid and satisfied the remaining outstanding convertible notes in order to avoid any further potential equity dilution. At this time, there are no variable priced convertible notes on our balance sheet.
If the variable priced convertible notes existed “at the time” of the first PR, it is highly misleading for the company to say that there were “no other convertible notes that have the ability to convert into equity,” even if they didn’t yet reach maturity.
$PACV
What happened to all notes paid in March?
LOS ANGELES, CA / ACCESSWIRE / March 10, 2020 / Pacific Ventures Group, Inc. (OTCPINK:PACV), a food and beverage holding company specializing in the distribution of consumer food, beverage and alcohol-related products, is pleased to announce that it has repaid and satisfied all the convertible notes that had become due and convertible into common stock at a discount to market.
LOS ANGELES, CA / ACCESSWIRE / June 22, 2020 / Pacific Ventures Group, Inc. (OTC PINK:PACV) (the "Company"), a food and beverage holding company specializing in the distribution of consumer food, beverage and alcohol-related products, is pleased to announce that it has repaid and satisfied the convertible notes that were convertible into common stock at a discount to market. Currently, the Company has no variable priced convertible notes on its balance sheet.
This company continues to mislead its shareholders.
$PACV
Relentless selling here. Goodness gracious... $OZSC
Why wouldn’t the company use their own tests? The question is whether or not the tests that they’re selling are FDA approved, for which there is no verifiable proof.
$TPTW
OTC Markets doesn’t make the rules. SEC does.
Before the previous management deregistered from SEC reporting status, there were two delinquent filings from 2005 — one of which is a 10-K. These filings are still required since they became due prior to the 15-12G.
COHO was a dormant shell (as stated in earlier filings) and remained a shell ever since. There are no current filings recognized by the SEC that suggest otherwise. If Orie wants to rectify the situation, the SEC has offered guidance on reverse mergers here: https://www.sec.gov/divisions/corpfin/guidance/cfguidance-topic1.htm
If that company was a shell company, as defined in Rule 12b-2 under the Exchange Act, immediately before the transaction, it must include the information that would be required if it were filing a Form 10 under the Exchange Act in its Form 8-K.
We frequently remind companies that Item 9.01(a) of Form 8-K requires historical financial statements of private operating businesses acquired through reverse mergers or other transactions through which the reporting companies have ceased being shell companies. In our comments, we often remind smaller reporting companies that they must provide up to two years of audited financial statements of the acquired company as well as unaudited, interim financial statements for the most recently completed quarter.
That’s the only way that the SEC (as well as OTC Markets) will recognize Orie’s operation after the Issuer failed to honor their fiduciary duties years ago.
$COHO
Like clockwork. Merger news is already baked in.
Dilution will take this below .03.
No audits = no shell status removal. $COHO
A LOT of wash trading going on here... $RVDO
Orie should’ve left the shell status issue alone. When OTC Markets refuses to remove it, it will only bring more attention to the fact that this stock has no future.
$COHO
Dilution will take this below .03. IMO $OZSC
MMs played the gap and trap today... $OZSC
SEC understands that this is a dirty shell. They will not allow the company to register shares until the financial reporting gaps are completed.
Orie got what he paid for... Plenty of clean shells out there for the right price.
$COHO
It recently ran from low .003s to .03s. Over half of the float traded in one session. Company is going to announce $1 million callable Preferred Stock expansion financing with an institutional investor.
You’ll see it soon enough...
Looks like Tangiers is converting now... $COHO
$DCAC breaking out
One word: Ouch. $SPOM
Barely closed over .02. Nothing to see here...
Chart shows decreasing volume and flipping between .01-.02. The bottom will fall out once that ends.
I really don’t care how long it takes. I’ll be convinced of a breakout IF this breaks and holds .03, but I highly doubt that will happen for various reasons.
$TPTW
The problem here is that a delinquency exists. Private entities who have merged into non-reporting companies that were once registered with the SEC can move forward as long as all required documentation is on file prior to deregistering. That’s why this ticker is considered “dirty.”
It’s even more complicated because the Issuer was last reported as a shell before previous management went dark...
My point is that this ticker doesn’t benefit Orie in any way, shape or form. His controlling interest isn’t recognized by the SEC, which makes raising capital virtually impossible. There is absolutely no long-term value here.
$COHO
It proves that the Issuer was/is a shell. They went dark 5 years later and never successfully completed a merger or acquisition.
Allen Tucci should’ve done more research before signing off on a fabricated Attorney Letter...
$COHO
SEC filings say otherwise. Part I, Paragraph 3.
We have been in the developmental stage since our merger with Outlaw Entertainment and have no operations to date. Other than issuing shares to shareholders, we have not commenced any operational activities. As such, we can be defined as a "shell" company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity. Our directors have elected to commence implementation of our principal business purpose.
https://www.otcmarkets.com/filing/html?id=135496&guid=EqGFUWV46vDHQth
$COHO
The point is: COHO was/is a dormant shell. Orie bought it with the understanding that the old management could no longer be contacted to update the filings. And as long as the last SEC filing says COHO is a shell, it will remain a shell.
$COHO
Why did the Reg A offering get pulled? Why was the R/S withdrawn? Why didn’t the name change get approved?
...then go back and read the last financial statement filed with the SEC in 2005 and you’ll see why.
$COHO
Orie’s pretending like COHO isn’t a dirty shell. All the attorney letters in the world will not get the shell status removed. I think OTC Markets has an issue with how it’s being addressed because it’s highly misleading and inaccurate.
If he was serious about moving forward, he would complete the audits that FINRA requested in 2018.
$COHO
Tested .011 twice in the last 3 weeks. Mind you, .01s was my original call.
It’s only a matter of time before support craters. This company just keeps putting out fluff news to prop up the PPS.
$TPTW
Shannon owns 1,000,000 shares of Series E Preferred Stock. Each share of Series E Preferred Stock has a 10-to-1 voting preference where every one share of Series E Preferred Stock is equivalent in votes to ten shares of Common Stock.
Even if one shareholder owned the entire float, they wouldn’t have any controlling interest.
TCA is the only entity that has real influence over this company.
$PACV
TCA loaned PACV $2.5M+ to pay the Camardas (including working capital). It’s right there in the fins.
IR has been telling shareholders that they’re in a position to get a better deal, yet the company takes out more debt at 16% interest with a financier under SEC investigation...
$PACV
I noticed an interesting update in today’s filing...
The balance for the second TCA note increased by $2,529,099.
It looks like the company needed cash to cover some long-term liabilities in addition to working capital. Not sure why they’re digging themselves in deeper with TCA, but the 16% interest on that debt alone is insane...
$PACV
Never said I didn’t think it’d go up. I said the stock is overvalued in the .01-.02 range. It will be a nice trade from subs back to its current state.
$TPTW
Well, it closed pretty close to those .01s. I’m certain that support will not hold for much longer.
$TPTW
Still anticipating those .008s in the near future... $TPTW
This is nothing but a share-selling POS scam.
During the nine months ended April 30, 2020, the Company issued 250,000 common shares to the CEO of the Company in exchange for consulting services. The issuance was exempt under Section 4(a)(2) of the Securities Act.
During the nine months ended April 30, 2020, the Company issued 50,000 common shares to the Chief Agricultural Operations Manager of the Company in exchange for consulting services. The issuance was exempt under Section 4(a)(2) of the Securities Act.
During the nine months ended April 30, 2020, the Company issued 200,000 common shares to the Chief Project Manager of the Company in exchange for consulting services. The issuance was exempt under Section 4(a)(2) of the Securities Act.
During the nine months ended April 30, 2020, the Company issued 25,000 common shares to the Assistant Agricultural Operations Manager of the Company in exchange for consulting services. The issuance was exempt under Section 4(a)(2) of the Securities Act.
During the nine months ended April 30, 2020, the Company issued 300,000 common shares to non-related parties in exchange for consulting services. The issuances were exempt under Section 4(a)(2) of the Securities Act.
During the nine months ended April 30, 2020, the Company agreed to issue 100,000 common shares to an independent director of the Company in exchange for consulting services. The issuance was exempt under Section 4(a)(2) of the Securities Act. The Company issued 50,000 of the shares in April, 2020.
During the nine months ended April 30, 2020, the Company agreed to issue 250,000 common shares to the Senior Vice President of Corporate Development of the Company in exchange for consulting services. The issuance was exempt under Section 4(a)(2) of the Securities Act. The Company issued 125,000 of the shares in April, 2020.
During the nine months ended April 30, 2020, the Company agreed to issue 250,000 common shares to a Senior Vice President of Business Development – Agriculture Division of the Company in exchange for consulting services. The issuance was exempt under Section 4(a)(2) of the Securities Act. The Company issued 125,000 of the shares in April, 2020.
During the nine months ended April 30, 2020, the Company issued 166,667 common shares to Triton Funds LP upon partial conversion of the Note at the conversion price then in effect.
On May 8, 2020, the Company issued 214,286 common shares to Triton Funds LP in exchange for $60,000 debt. The shares were valued based on OTC’s closing trade price on the date of the agreement.
On May 22, 2020, the Company issued 178,571 common shares to Triton Funds LP upon partial conversion of the Note at the conversion price then in effect.
On June 8, 2020, the Company issued 153,846 common shares to Triton Funds LP upon partial conversion of the Note at the conversion price then in effect.
$GRYN
Yes. It may not require an 8-K though.
However, if they were issued to a new employee (as oppose to a note conversion, compensation for services rendered, etc.), then disclosure of the insider’s identity is required.
$DCAC
SEC can’t allow PACV to break any agreements. That’s just not how contracts work...
Also, what is this “sole financier clause” that you mentioned?
This is what it states in the filings:
Survival: Successors and Assigns. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery hereof, and shall continue in full force and effect until all Obligations have been paid in full, there exists no commitment by Secured Party which could give rise to any Obligations. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party. In the event that Secured Party assigns this Agreement and/or its security interest in the Collateral, such assignment shall be binding upon and recognized by the Pledgor. All covenants, agreements, representations and warranties by or on behalf of the Pledgor or the Company which are contained in this Agreement shall inure to the benefit of Secured Party, its successors and assigns. Neither the Pledgor, nor the Company, may assign this Agreement or delegate any of their respective rights or obligations hereunder, without the prior written consent of Secured Party, which consent may be withheld in Secured Party’s sole and absolute discretion.
The receiver, on behalf of the Secured Party (TCA), will decide whether or not PACV can initiate another deal to replace the financing afforded by this contract.
$PACV
I’d agree, with exception for “at any moment.” Much of what’s expected will be decided in a legal environment that has just barely unfolded. We should have more clarity on or before mid-August.
This is, by far, the most unique situation that I’ve ever seen on the OTC.
$PACV
No extension needed. Today’s price action will decide. $TPTW
And TPTW will still have a minority stake. The merging companies lost at least $700K+ in 2019. Add that to what TPTW is currently losing and it’s a recipe for disaster.
RNVA is happy because they now get to share the liabilities with another company, which they’ve been trying to do since 2017.
$TPTW