Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Black Friday 2015 $$ntek$$
Things are really shaping up for shareholders this year! Get sum. KaPow! Bam! Facts! Crisis Control!
Well, there's always the CES 2016 pump. Let's get that going.
Then there's the super bowl, then there is fins to pump.
Almost forgot, NFL streaming pump.
2015 Black Friday ntek "action":
Closes
11/19/15 .0077
11/20/15 .0075
11/23/15 .007
11/24/15 .0068
Day before Thanksgiving 2015
11/25/15 NEW 52 WEEK LOW .006 AND THE TRADING DAY ISNT EVEN HALF OVER.
Black Friday 11/27/15- Maybe since we hit a new 52 Week Low Friday will give us a lil green bounce unless the rabid dilution machine starts again Friday. Good luck.
JUST THE FACTS
Christmas 2014
Closes:
12/22/14 .044
12/23/14 .0425
12/24/14 .042
12/26/14 .0425
12/29/14 .039
12/30/14 .038
12/31/14 .039
1/02/15 . 0384
1/05/15 .034
(We all know what happened to the pps from then to now..)
Thanksgiving 2014
11/26/14 Open .052, Close .061
Thanksgiving 11/27/14
BLACK FRIDAY 11/28/14 Open .061, Close .0581 (RED)
Next (2) closes: .0519, .045 (RED)
Black Friday 2013? We were closed at .172 - no zeros in front of that 1..
2013 was the year of the aquarium sign sale.
No, it's called Omnivance "Crisis Control". Get it right.
We could have saved ntek thousands of dollars by eliminating the need for Wong, it's called "A-U-D-I-T-S".
The problem is, I'm not so sure they wouldn't still need him if they actually produced audits..
Why am I even talking about audits, it's been since October 20, 2013 when they announced Sadler Gibbs. It's almost 2016, anyone still believe they're coming? If so, I've got a bridge I'd like to sell you.
More Crisis Communications:
Remember when people started asking themselves "wtf?" when they started to question Roycap?
Wong and his Omnivance Crisis Team promptly crafted a response from ntek which still DOES NOT ADDRESS THE HARD QUESTIONS like, "To whom and where does the money go after Roycap dumps the shares on unwitting investors"?
Fair question. Simple question. Ask yourselves why is the pps where it is currently? Don't let crisis teams think for you!
SAD that the only information loyal, long investors get are ones prompted by a sh*t storm of hard questions and buzz.
NTEK's IR motto sure seems like "no noise? No tell." Lame. Why the secrets?
Recent Crisis Communication sample:
"Information on Royal Capital directly from the company:
David Foley, for over 7 years in lieu of taking a salary, having his expenses paid, and being compensated for many intellectual property assets that he brought to the company took the option to convert his debt to stock. In addition, Mr. Foley guaranteed loans to the company by securing those loans with his family's home. All of this was done to help fund the company in order to secure the future success of the company as it was growing.
Given the startup nature of the company and the need to fund growth, this was determined to be in the best interest of the company overall.
Royal Capital Group has purchased convertible debt from multiple people, including Mr. Foley, that had previously invested in Nanotech Entertainment.
Prior to his departure earlier this year, Mr. Foley invested some of his personal funds into NanoTech on a long term note. Royal Capital has further invested $1.3m in q2 of 2015 to help capitalize the company and allowed us opportunity to expand our offerings and build the company.
The company is obligated to the terms of the convertible debt to issue shares upon conversion notice. We have worked with Royal Capital to reduce the debt ratio substantially and are sending a proxy package to shareholders outlining the discounts we have an option to realize. As with all investments, everything is reviewed by multiple lawyers to ensure that NanoTech consistently follows all SEC regulations with every and all issuances of stock."
Crisis communications: http://omnivanceadvisors.com/services/media-relations/crisis-communications/
Good point, but what if they all knew, and figured Roycap gives them one degree of separation and as long as everyone thinks roycap is their new financier and not DaFo, nobody will question it?
If Wong is doing his job as advertised, (below), I wonder what his iHub alias is? Wong, you here? People from your crisis team?
"In addition to content distribution through a multitude of established media channels, we will provide assistance in creating, developing, and maintaining various social media outlets including Facebook, Twitter, and LinkedIn.
Additionally, we can monitor and moderate other social media platforms, chat rooms and forums to provide important feedback regarding investor sentiment and re-publication of factual public information.
If you want more information please call us at 858-381-5740 or email us at info@OmniVanceAdvisors.com"
That would have surely been an "Oh sh*t moment" at ntek headquarters if they didn't know until recently. I'm going to go out on a limb here and say, this may have an effect on their auditing process..
"CRISIS COMMUNICATIONS
There is always a plan in place for any problem."
So, if I'm reading this right, in the case of ntek, omnivance keeps investors from asking too many questions. That sound right?
Tactics may include, social media presence. Besides the FB page, I wonder which members of wong's team have aliases on the FB group as part of his "crisis response team"?
Speaking of aliases, which ones are possibly on other forums as well?
http://omnivanceadvisors.com/services/media-relations/crisis-communications/
"Our media relations department is always alert with plans in place to defend your company in any crisis with systems in place. We have prepackaged responses to take care of problems that occurred in the past or already happened to a competitor. A crisis response procedure is always ready to follow in the event a new problem arises and a reaction team is contacted to handle the situation."
Who took david Foley's phone number off roycapgp.com, and who took the website down?
Well let's see here, ntek is clearly linked to roycapgp.com, maybe it was someone at ntek. But, what if it wasn't ntek? If it was da fo, how does he do this from Taft?
Or perhaps Wong from omnivance.com, whose website was registered on the exact same date as Roycapgp.com, web mastered the Roycap website?
Speaking of omnivance btw, anyone who thinks ntek isn't a social media share selling enterprise, you should possibly rethink that:
http://omnivanceadvisors.com/services/public-relations/social-media/
It's ok to admit this, they have to do it to survive (dilution), but let's call a spade a spade shall we?
Omnivance, "as an investor in your company.." http://omnivanceadvisors.com/services/investor-relations/market-support/
Um, what? So, omnivance wants cheap shares for their "services", their website was registered the same day as Roycap, they "establish[ed] partners in the market making community." What the heck?
I can say the only good thing about the lawsuit for investors is that ntek will be forced to audit and these particulars will come out into the open - discovery phase will be great, nothing to hide, right? Well, it could be good, might be real bad. This is the little conundrum we face with a non reporting dark, unaudited company such as ntek.
What need would a non reporting company have to get something like this notarized? Pointless. No need. You can do/publish whatever you want and nobody is checking.
I think they may have had to do something about the pregame show broadcast since they said it at the shareholders meeting and put it on slides posted at omnivance.com which was created the same day as roycapgp.com. It's a nice idea.. That never happened... Again...
Just wait until the Black Friday claims. People forget all of the bs Black Friday speculation over the past few months that has suddenly gone quiet. At least they realize it's been too late for a while now. But there will still be desperate claims about "something" happening Black Friday. If the "something" turns out to be true, that's good. But let me ask a perfectly legitimate and fair question, why should anyone believe what the company has to say at this point? Remember all the "ntek just needs to come through and put up or shut up" lingo? Been hearing that for years now.
With as many shares that have been diluted since August 2015, shouldn't ntek have been able to pay K2 what they were owed?
What?! Who is diluting? Royal Capital or David Foley, or Ntek?
I don't know but if the last two years are an indicator, it's not good:
NTEK Historical Share Price - Christmas 2014, Black Fridays 2013, 2014.
JUST THE FACTS
Christmas 2014
Closes:
12/22/14 .044
12/23/14 .0425
12/24/14 .042
12/26/14 .0425
12/29/14 .039
12/30/14 .038
12/31/14 .039
1/02/15 . 0384
1/05/15 .034
(We all know what happened to the pps from then to now..)
Thanksgiving 2014
11/26/14 Open .052, Close .061
Thanksgiving 11/27/14
BLACK FRIDAY 11/28/14 Open .061, Close .0581 (RED)
Next (2) closes: .0519, .045 (RED)
Share structure update:
How does this happen?
11/24/15
Outstanding shares: 1,575,876,342
FT: 1,532,548523
11/17/15
SH Authorized: 1,790,000,000
SH Outstanding: 1,550,227,099
They've been promising audits since 10/21/13 when they announced Sadler and Gibbs.
Here we are over two years later and shareholders still fall for it - every time management (who is the CEO?) mentions the word "audit" regarding ntek or ntgl.
Audits don't take that long and think about the excuse that you'd rather see ntek put the money into content. They are printing shares at a rabid pace and David Foley/Royal Capital is dumping them on us in the open market. Don't believe me? Google convertible debt, toss in the words OTC scam and get informed on how this works and has already been prosecuted by the sec.
The other excuse, I'm sure ntek has a good reason and we'll find out soon. That's false, you know if ntek never says a word about "why", you'll still hold and as soon as the word "audit" gets breathed by ntek, you fall for it over and over and over and over again.
You don't see what you don't wanna see.
Hmmm NEW YEAR?
Remind me to change the 15's to 16's and repost these on 1/1/16..
Audits? What Audits?
Let's look at Jan 01 2015:
Post# 265059 1/1/15
"Audits are coming" -"No more dilution, expenses are covered" -NP1 will change video streaming" - "second dividend coming" - "buying back shares".....and that's just 2014. Can't wait to see what 2015 brings.....
New Year's day prediction: 2015 revenues better than expected resulting in a nice dividend to shareholders.
Audited fins are extremely important for all legitimate companies. Audits will validate interest of new comers which would include retail investors and companies alike. Revenues will certainly help but will be short lived without fins. The company has let shareholders down by not executing this in 2014...perhaps for a very good reason. I'm certain we will learn shortly.
I call BS. SEC would not allow companies to go dark if there were not legitimate reasons and benefits to the company for doing so. Go NTEK!!!
When we get audited financials it will be all over for those short!
So 2015 will be the complete opposite of 2014 then?
I'm upset about no audited financials . Their Investor rep was pumping "auditing fins by year end" and still nothing
NanoTech Entertainment (NTEK) Selects Audit Firm for 2014 Financials
NanoTech Entertainment recently announced that it has retained Sadler, Gibb and Associates LLC as its audit firm as it prepared to file its audited financials in 2014. The entertainment technology company has used Sadler, Gibb and Associates in the past.
Jeff Foley, NanoTech’s CEO, commented, “We have had a great relationship with Sadler, Gibb and really enjoy working with their team. They have a great dedicated team and already have a wonderful foundation with NanoTech making them the natural choice to work with us as we continue to expand.”
NanoTech made news earlier this year when it announced its intention to move up to the OTCQB at its Annual Shareholders Meeting. This move is the first step to uplisting further to a next level exchange, and is just another sign of the company’s continued growth.
NanoTech continues to grow and expand, having recently moved out of the research and development phase. The company expects to continue expanding during the second half of 2013.
For more information, visit www.nanotechent.com
NTEK Historical Share Price - Christmas 2014, Black Fridays 2013, 2014.
JUST THE FACTS
Christmas 2014
Closes:
12/22/14 .044
12/23/14 .0425
12/24/14 .042
12/26/14 .0425
12/29/14 .039
12/30/14 .038
12/31/14 .039
1/02/15 . 0384
1/05/15 .034
(We all know what happened to the pps from then to now..)
Thanksgiving 2014
11/26/14 Open .052, Close .061
Thanksgiving 11/27/14
BLACK FRIDAY 11/28/14 Open .061, Close .0581 (RED)
Next (2) closes: .0519, .045 (RED)
Post #253555 from 11/26/14:
I will have to go with what Samsung said: I find it odd that it was stated as an app available on Samsung but yet it still does not show up on Samsungs list of apps: I contacted Samsung and they stated that if an app was available it would be listed online:
http://www.samsung.com/us/appstore/
Chat InformationYour Issue ID for this chat is LTK1125602403248X
Parker: Hi, thank you for reaching out to Samsung technical support. How may I assist you?
Ken: I hate to ask this again because someone had responded earlier but seems two different stories are going around. Liev chat told me about an hour ago that Ultraflix app was not currently available on Samsung TV's but others are claiming they called the 800 number and they are claiming it is available?
Parker: I understand that you want to know whether Ultraflix app is available in Samsung apps.
Ken: correct
Parker: Thank you for confirming.
Ken: Nanotech claimed it would be available today
Ken: I don't see it in the online app list
Parker: Let me check the details for you.
Ken: thanks
Parker: You're welcome.
Parker: I have checked the information.
Parker: I see that this app is not available in Samsung apps.
Parker: I am referring the information from the reliable resources that we have.
Ken: ok, I was just not sure why people were claiming they had called the 800 number 1-800-726-7864 and claim they say it is available
Ken: would an app be available just on a TV and not show up on the online list here?
Parker: Let me know the link that has list of available apps for TVs, so that you can confirm it by yourself:
Parker: www.samsung.com/us/appstore/
Parker: Is the link accessible?
Ken: Yes, I have checked it already, I knew it didn't show up which was why I wanted to ask after others said it was available
Ken: same link I was using on the samsung website
Ken: would an app be available just on a TV and not show up on the online list here?
Parker: If the apps is available, it would have listed in the list of apps in the link.
Ken: ok, that is what I thought, I appreciate it
Parker: You're welcome.
.1 by Christmas?
Samsung deal looks like it's a no brainer now.
Dang does Ultraflix logo look cool on those screens at best buy!!!
Ultraflix is getting TONS of free exposure. Content comes in waves. If the next wave is a tidal wave, look out! Major $$$ rolling in right now. Go NTEK$$!!
The accomplishments of the company will force the shorts to cover though they will not do it until they are sure they have no other alternative. Go NTEK!!!
Everything is coming together very nicely. Ultrflix will be in millions of households worldwide very soon and we all know what that means "REVENUES". Folks let us now forget about the games news right around the corner "major casino agreement". What a Christmas this is going to be.
Because UltraFlix has the world's largest 4k content and the best immersive viewing experience with IMAX films
NTEK$$$$$$
THE new household name for 4k Streaming
Well if he has 12 million dollars worth of shares, it'll take him 60 days of dumping 14,000,000/day just to make 6 million $'s. If he dumps 14 mill a day every-single-trading-day for the next three to four months, he'll be 50% of the way done dumping. This, assuming the pps remained at .007 or higher. Sounds promising.
It's always the "next thing" to look forward to isn't it? Meanwhile the pps drops month to month, week to week.
Fact.......it doesn't matter
When does the ntek marketing campaign start? Still time to advertise for Black Friday?
I'm preparing myself to read speculation/rumors about Best Buy door buster deals which include an Ultraflix gift card - anytime now.
Example post: "It's not advertised ANYWHERE three days before Thanksgiving, but don't be surprised if you walk into BB on Friday and they are handing out Ultraflix gift cards...". Don't get me wrong that'd be nice but wtf.. I'll be surprised.
Not that it matters to the sec, but I'm curious to know if ntek even asked for and received legal opinion on their use of aged debt conversion into free trading shares? Since the fins aren't audited they could put anything down on paper and unless they are investigated, nobody would be have a clue whether the transactions were legal or illegal.
Every investor ought to read and absorb this:
Note I Said Free trading
All these are done under Aged Debt
There are NO Restrictions, none
Instantly Free Trading
Disclosure of Shares is Different than Fins
They will add the Terms Later
Much Later
Stinky Pinky Form 15 smile
Convertible Debt, an OTC Scam?
*I'm not saying this is NTEK, but as many of you are aware of or have chosen to ignore,
http://www.otcmarkets.com/financialReportViewer?symbol=NTEK&id=147231
David Foley, aka Royal Capital Group has received a lot (understatement) of shares as part of the terms of "convertible debt".
How does one look into this? Ask the SEC to?
https://www.securitieslawyer101.com/2013/convertible-debt/
In the past few years, many OTC issuers have misused aged debt to issue unrestricted securities by obtaining a legal opinion from a corrupt or incompetent securities attorney. This improper use of aged debt to issue free trading shares is often used as a means to compensate investor relations firms and found in custodianship hijacking schemes. A recent court decision makes clear that issuers cannot use aged debt as a basis for the issuance of free trading securities under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), because aged debt is not a security. Interestingly enough, the court also found that the defendants’ reliance upon legal opinion was not a defense to the allegations.
On December 12, 2012, the SEC v. Garber, (No. 12 Civ. 9339, 2013 WL 1732571 (S.D.N.Y. Apr. 22, 2013), the SEC brought charges against Danny Garber, Michael Manis, Kenneth Yellin and Jordan Feinstein, as well as 12 companies under their control. According to the SEC, defendants engaged in a scheme involving the illegal issuance of free trading shares in exchange for “aged debt” that had been on companies’ books for at least one year.
The defendants filed a motion to dismiss claims brought by the Securities and Exchange Commission (“SEC”) under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b–5 promulgated thereunder, and Section 17(a) of the Securities Act.
According to the SEC, the defendants engaged in a scheme to buy aged debt that from public companies. That is, debt had been on the company’s books for at least as long as the holding period required by Rule 144. They bought the debt from company creditors, converted it into stock, procured attorney opinion letters making it free trading, and then began to sell.
Garber and his associates purchased the debt and obtained opinion letters from securities attorneys opining that they could convert the debt into free trading securities they could sell to the public without registration. The attorneys opined that the the shares were exempt from registration. The SEC and the court disagreed.
The SEC contended that Rule 144 had not been satisfied because the original debt was not a security: in many cases it was simply an IOU for services rendered or deferred compensation. No debentures or shares of convertible preferred had ever been issued.
The SEC action sought a permanent injunction, disgorgement, and civil penalties. Defendants claimed that that the transactions were exempt from registration under Rule 504(b)(1)(iii) of Regulation D and Rule 144 of the Securities Act. They also claimed that the SEC failed adequately to plead scienter, and defendants did not have 10b-5 liability because they did not “make” a misstatement.
The court determined that the defense’s assertion that the transactions were exempt from registration pursuant to Rule 144 was unsustainable. Rule 144 provides a safe harbor for resales of restricted securities if certain conditions are met, including a holding period of at least 6 months. The court held that because the original debt the defendants purchased was not a security they could not “tack” the time of the previous ownership onto their holding period.
Second, the court ruled that the SEC had adequately pled scienter, noting that defendants’ reliance on the attorney opinion letters did not disprove fraudulent intent. The judge in fact found the opposite to be true, stating that “the fact of obtaining said opinion letters, the sole purpose of which was to further the alleged scheme, supports the allegations of fraudulent intent.”
For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at info@securitieslawyer101.com or visit www.securitieslawyer101.com. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
www.SecuritiesLawyer101.com
Aged Debt
OTC Shells -- Reverse Merger Trap for the Unwary -- Aged Debt
In Pink Sheet penny stocks, there is a tool that some promoters and companies use known as “aged debt.”
This is convertible debt that can be converted into common stock. For example, it could be a three year note from the company convertible into stock at $0.01 per share.
The conversion price could also be stated in terms of a percentage of market price, for example, the debt could convert at 50% of the market price.
Aged debt means that the debt was issued long enough ago that the holding period requirements of Rule 144 have been satisfied. The holding period, as you may know, for Rule 144 is one year for Pink Sheet companies and six months for OTC BB and other SEC registered companies.
Now we can consider what this means to the company and the holder of the aged debt. Aged debt usually trades at a discount to face value. Suppose you can buy $100,000 of aged debt for $50,000. If it converts into stock at $0.01 and the stock rises in the market to 0.05 per share, you can convert into 10,000,000 shares. At five cents per share, this is worth $500,000 you paid $50,000. Hmmm......
What this means to a shareholder of the company's stock who is hoping for appreciation is that there is going to be a ton of stock on the market keeping the price down. So be sure to look for convertible debt when you do your stock picking. You will find that the existence of this debt is not often featured to stock buyers by stock promoters. They try to hide this. So in addition to all the enormous dangers of speculating in penny stocks, we have this one.
When converting the aged debt, the debt holder is careful to convert only a portion of the debt at any one time so he does not go to 10% of the outstanding and become a control person. However, he can convert and sell and convert and sell and convert and sell and never go over 10% and still dump all the stock he can convert into. If the debt holder goes over 10% of the outstanding, he will be considered to be an insider and subject to limitations on the volume of stock that can be sold, like 1%, and limits on the manner of sale.
You will see OTC shells advertised for reverse mergers that feature aged debt as one of the sales features of that shell.
However, here is where the aged debt players can make a fatal mistake. If one promoter buys control of the reverse merger public shell, and also buys the aged debt at the same time, then he is an insider as he has control. This limits what he can sell under Rule 144. If the promoter uses the aged debt himself, or then gives or sells the aged debt to someone else, the debt is subject to the holding period rules of Rule 144 and the holding period starts to run from the time of the transfer to the associate, not the date of creation of the debt. The promoter may overlook this point either because of ignorance of the law or by deliberately violating the law.
The same problem exists if the debt was in the hands of an insider or affiliate. The holding period for the new buyer starts when the affiliate sells the stock to the new buyer who is not an affiliate.
If another party independent of the promoter bought the debt, and the previous debt holder was not an insider, then the buyer could tack the holding period of the previous holder. Assuming the previous holder had the aged debt for more than a year, the new buyer would have satisfied the holding period rules of Rule 144.
A greedy promoter may give the debt to an associate who will secretly sell the stock and give the proceeds of that sale to the promoter. This is a violation as a false name of the owner was used and because the stock would be attributed to the promoter whose holding period started when he bought the shell and who is subject to the volume and manner of sale restrictions of Rule 144.
Another problem that these promoters run into is that they seem to think that any debt can be converted into stock. Typically an OTC shell company winds up as a shell with some debts. One of these debts is almost always back salary to the company president who was not taking pay because of the bad condition of the company. However, this is a straight debt, not a convertible debt. Thus it cannot be magically transformed into immediate stock. In order to use this, the directors would have to exchange it for a convertible note and the holding period for the note for Rule 144 purposes will start when the conversion feature is created. Straight debt is not a security for these purposes.
Also as all 144 stock has to be paid for in full to start the holding period, debts created for services have to have all of the services fully performed before the stock or securities are fully paid for and the holding period started.
As some unscrupulous characters may attempt to “age” the debt by simply forging and backdating, I recommend that you take your convertible notes to a notary who can certify as to the date it was created and who signed it. Then you will be able to prove your aged debt is legitimate.
One final point, Rule 144 is a tool to allow investors to sell their stock. It is not a rule for financing the company. If you are the company, do not make a deal with a seller of 144 stock to put the proceeds of his sales into the company.
Convertible Debt of Pink Sheet and Bulletin Board Companies
Perhaps the foremost concern of the buyers of a public vehicle, or of any major investor seeking to purchase a large stake in a OTC Bulletin Board or OTC Pink Sheet issuer, is the existence of aged convertible debt. This is not only true from a balance sheet perspective, but also true because of the potential for the conversion of aged debt into large blocks of free trading stock under SEC Rule 144 or the provisions of 4(1).
Conversion Features May Not Be Public Information if the Issuer is Not Current in its OTC Markets Filings
Because Pink Sheet issuers do not have to file SEC Form 8-K, the fact that management may have just taken out a large loan with high interest and severe default provisions may not come to light for a full quarter, if the issuer is Pink Current. OTC Markets Quarterly and Annual Reports do not require a photocopy of the actual Convertible Promissory Note to be included, although its terms are supposed to be fully outlined within the Notes to the financial statements and within the Annual Disclosure itself.
If the issuer is Pink Yield Sign or Pink Stop Sign, information on that loan, including the principal amount, interest rate, and maturity date may not be publicly available at the moment a securities attorney is reviewing the OTC Markets filings. Perhaps most importantly, the conversion features of the loan may not be known.
Pink Sheet Issuers Rarely File Interim Reports to Disclose Convertible Debt
While one could argue that OTC Pink Sheet issuers should be filing Interim Disclosures and Interim financials when a debt of material size is undertaken, the fact is that this rarely happens, both due to lack of knowledge on the part of management and due to the perceived cost associated with the filings.
For this reason, it is recommended that any group performing due diligence on an OTC Pink Sheet retain a securities lawyer to not only review the filings, but request the actual debt instruments from the company for review. Even when these debts are not mentioned in the filings, once must presume they exist and proceed accordingly. Securities lawyer, Matt Stout, is available to perform due diligence on all tiers of OTC Markets Pink Sheet issuers.
Convertible Debt of OTC Bulletin Board and OTCQB Issuers
SEC reporting public companies file Forms 10-Q, 10-K and 8-K, among others, with the SEC using the EDGAR filing system. OTC Issuers that retain PCAOB registered auditors and undergo the quarterly and annual audits are the only companies eligible to be quoted on the OTC Markets tiers known as OTCQX and OTCQB.
During the process of an audit, issuers are required to obtain confirmation’s of debt owed to each creditor, which show the terms and current balance. Auditors then use these debt confirmations to provide the loans payable figures found in 10-Q and 10-K reports.
Likewise, FINRA’s OTCBB or OTC Bulletin Board only posts quotations for issuers which are current SEC filers, all of which are undergoing PCAOB audits.
OTCBB and OTCQB Issuers Should Report Debt on Form 8-K
Having an OTC issuer’s stock quoted on the OTC Bulletin Board or the OTC Markets OTCQB tier implies that the companies are “currently reporting” with the SEC. This fact gives investors, and securities attorneys doing due diligence, some degree of peace of mind since in theory, all material events, including the taking on of convertible debt, should be reported.
Form 8-K, known as the “Current Report” is used whenever there is the occurrence of a “material event” in a company’s operations. There are several common events that trigger an 8-K filing. Convertible Notes of any size should be considered by the management of OTC public companies to be material, and the news, whether perceived as good or bad, should be found in the filings. In reality, however, this is not always the case.
It is important to remember that reviewing an issuer’s filings is only the first step in performing due diligence for a securities lawyer. The next step should always be asking questions about what is not shown in the SEC and OTC Markets filings, even if the issuer is an SEC reporting company.
For further information on how aged convertible debt can be reviewed in OTC Bulletin Board and Pink Sheet companies, contact Matheau J. W. Stout, securities lawyer at (410) 429-7076.
Aged Convertible Debt
This is one of today’s regulatory hot topics, and for good reason. In the past year, regulators have uncovered several cases where “aged debt” was fabricated and used to sell unregistered “free-trading” shares into the marketplace. The scam essentially amounts to printing free money, and is harmful not only to innocent investors but also to the integrity of the stock markets.
While aged debt conversions in and of themselves are not necessarily wrong, we simply want to caution our clients that aged debt conversions can be red flagged in our industry by regulators, depository institutions, and compliance officers. Issuers should proceed with caution and only under the advice of quality legal counsel specializing in securities law.
Tips and Useful Information about Aged Convertible Debt:
Keep in mind that debt starts to “age” under Rule 144 when it can be converted into common stock. If a convertible feature is built into the original debt instrument, such as a convertible note, the debt is said to be “aging”. If the original debt instrument is not convertible, it is not “aging”.
It goes without saying that all debt should be carefully recorded on your books from inception, and copies of any notes, assignments, and conversions should be kept on file.
Just because an attorney is willing to write a legal opinion about convertible debt, doesn’t mean the conversion or subsequent resale is proper. It is best to have the issuer’s retained legal counsel review the facts careful to form an opinion on whether or not the provisions of Rule 144 have been met.
Outside counsel may not be aware of all the facts and circumstances surrounding the debt origination or conversion.
If you do opt for outside counsel to write a legal opinion, ensure the attorney is qualified and knowledgeable in this area. A simple way to differentiate between a quality securities attorney and a letter-printing droid is to gauge how much due diligence he performs prior to writing the opinion. An opinion is only worth the work and expertise put into it. If he doesn’t ask you for any supporting paperwork – yikes.
If you are contacted by a party interested in purchasing aged convertible debt, carefully consider your options and consult with your legal counsel. Not all that glitters is gold.
Note the irony of where this information came from:
https://www.cleartrustonline.com/aged-convertible-debt/
Aged Convertible Debt
This is one of today’s regulatory hot topics, and for good reason. In the past year, regulators have uncovered several cases where “aged debt” was fabricated and used to sell unregistered “free-trading” shares into the marketplace. The scam essentially amounts to printing free money, and is harmful not only to innocent investors but also to the integrity of the stock markets.
While aged debt conversions in and of themselves are not necessarily wrong, we simply want to caution our clients that aged debt conversions can be red flagged in our industry by regulators, depository institutions, and compliance officers. Issuers should proceed with caution and only under the advice of quality legal counsel specializing in securities law.
Tips and Useful Information about Aged Convertible Debt:
Keep in mind that debt starts to “age” under Rule 144 when it can be converted into common stock. If a convertible feature is built into the original debt instrument, such as a convertible note, the debt is said to be “aging”. If the original debt instrument is not convertible, it is not “aging”.
It goes without saying that all debt should be carefully recorded on your books from inception, and copies of any notes, assignments, and conversions should be kept on file.
Just because an attorney is willing to write a legal opinion about convertible debt, doesn’t mean the conversion or subsequent resale is proper. It is best to have the issuer’s retained legal counsel review the facts careful to form an opinion on whether or not the provisions of Rule 144 have been met. Outside counsel may not be aware of all the facts and circumstances surrounding the debt origination or conversion.
If you do opt for outside counsel to write a legal opinion, ensure the attorney is qualified and knowledgeable in this area. A simple way to differentiate between a quality securities attorney and a letter-printing droid is to gauge how much due diligence he performs prior to writing the opinion. An opinion is only worth the work and expertise put into it. If he doesn’t ask you for any supporting paperwork – yikes.
If you are contacted by a party interested in purchasing aged convertible debt, carefully consider your options and consult with your legal counsel. Not all that glitters is gold.
Legal Disclaimer
The information contained herein is general in nature, is not legal advice, and should not be treated as such. You must not rely on the information here as an alternative to legal advice from your attorney or other professional legal services provider.
WOW. So when they state on their quarterly disclosure re: Roycap, "shares of restricted common stock containing the restrictive legends as part of a conversion of a convertible debenture,"
.. what does that even mean if they are "free trading" shares as you've stated. How is that possible?
Since ntek is non reporting they don't have to submit copies of the "restrictive legends" on Foley's stock. The crappy thing about this is nobody can prove the legends even exist, nobody except ntek. I would think they'd want to leave no doubt about this and make these legends public like a regular reporting company. It's quite possible these shares are not restricted at all, to say they are just because ntek says they are IS JUST AS MUCH SPECULATION as saying they ..edit (posting and watching football is not a good idea).. - as saying they aren't restricted, rather free trading shares.
Attorneys for K2 Communications email: ccoate@abramscoate.com
If there's nothing to hide, then a court ordered audit shouldn't be an issue.
Roycap DD Links:
http://postimage.org/image/8cxec9wu1/
http://postimage.org/image/9t8wuezqx/
http://postimage.org/image/com01a3qx/
http://postimage.org/image/d2nc0vnuh/
http://postimage.org/image/t25zkfjw9/
http://postimage.org/image/4ztr3asmx/
http://postimage.org/image/7v6ua5wmx/
http://postimage.org/image/emx9d0lmh/
http://postimage.org/image/4e4s76xkp/
http://postimage.org/image/3pvxo8yux/
http://postimage.org/image/igvrja9a1/
http://postimage.org/image/66r5i1kzd/
It is highly suspect isn't it? Actually let's replace suspect with highly predictable. Every time the pps took a hit, the a/s got raised, a deadline was missed - go back to the rationalizing damage control posts - COPY/PASTE and post for the next fail, which if you're not expecting it, you embody the definition of insanity.
I might take the rationalizing comments seriously if the same posters would only STICK THE FACTS ONLY. It's sad and humiliating (for the sheep) watching wild fantastical posts of "too the moon" get posted and people eating it up while the pps continues to go down and we are now staring at a r/s. Don't tell me ntek said it won't happen. Should we go back and look at how many times they said raising the a/s wouldn't happen? How about audits? Wanna talk about those?
The latest trend I've been reading is, "don't sweat the small stuff", "it's all in the past", "focus on the future", etc etc. Meanwhile, we all hold onto our shares like idiots, completely ignore the fact that we just got screwed again, and nod our heads in approval over speculation with absolutely ZERO FACTUAL EVIDENCE. This social media mind game works great for those who need investors to hold their shares, even buy more.
If ntek comes clean and proves what they did with Roycap was ethical/legal and boosted share value, comes through with Ultraflix revenue (becoming cash flow positive), and somehow reduces the share structure without reducing our sub penny pps - I'll change my tune. They could always just come up with audits and dispel any doubts about their finances couldn't they?
They had no issue issuing DF/Roycap shares$ / millions of dollars, but still have difficulty producing audited fins. I should have known better.
This outage at a minimum equates to lost revenue, hence the need for more dilution. This sucks. For those saying it's an upgrade on the outer web, I hope for all our sakes you're right but to be clear - unless you are an insider, you have NO CLUE, but way to jump to conclusions in the absence of facts. Apparently people can't stream from apps or boxes right now too. That's not good and if Wong doesn't come out with a statement, that's even worse. Only in this bizarre saga that is ntek do we see people ignore reality and factual information for the sake of blind speculation. I read tonight that some are blaming iHub for hacking Ultraflix. Have any data to support that accusation?
Ultraflix.com and nanotechent.com
The "is it up"? Type Websites say Ultraflix is down but nanotechent.com is running. I can't access the site from my phone, it says server can't be reached or something like that. You see same ?
Any ideas as to why ntek's websites are down?
Posting facts that someone doesn't like = bashing? If I wanted to bash, I'd start lying about DD to create false information about a company. Check my post history, as short as it may be. Have I lied? Have I told the truth? I think honest, normal people can do the math here.
I suppose the next step would be to link the trading volume and pps at the times on and adjacent to the announced promises.
We should make a spreadsheet of ntek promises, link the PR noting the date, and then then whether it happened, and if it did, did it happen on time? Then one could also link dates and times of promoters who claimed to have inside information who propagated those promises, quotes, screen shots, etc. It's not like any of it is a big secret or anything. I think it'd be enlightening to see the ratio of never happened, happened late, and actually happened as PR'd.
Hypocrisy defined. Some are REALLY good at speculating with hardly any facts to springboard off of yet when it comes to stuff like Roycap, it's amazing, we've got 100% UNDENIABLE FACTS about it and those who pump, lose the ability to take the next step and consider the possibilities. Huh!?
Ridiculous speculation (if you need an example here's one that is astounding, ntek live streaming the Super Bowl this year) - this wild speculation all because ntek successfully live streamed video from the 49ers stadium, yet, I find NO BROADCAST SCHEDULE for a single ntek live streamed pregame show ANYWHERE. And, we are suggesting that we are streaming the Super Bowl now? Who knows about the pregame stream other than shareholders? Is it on the 49ers website? Nope. Verizon? Nope. Harmonic? Nope. And no, I'm not referring to the PR - when will there be an actual streamed public broadcast on Ultraflix? Anyone? That, just an example.
We have the ability to basically imagine unicorns flying out ntek's ass, and when you are presented with unadulterated FACTS - POOF!! Your powers of deduction are mysteriously gone. Just like that, amazing.
Like ntek, you didn't answer the question. Assuming you've looked at the links, I'll presume at the risk of being wrong, that you know they're factual and as I have already outlined, you will deflect and ignore reality. As an investor, I don't get that. Thanks for the trading advice, thank god I used the brain between my ears and didn't invest more than i could afford to lose. Apparently unlike you, I just don't like losing money, especially when it's because the company i'm invested in is at a minimum, participating in unethical, perhaps illegal business (or criminal) activity. Do you deny that any of the facts I've presented are ALL fact, verifiable truths?