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But if they reverse split, as they are known for doing often.....
and then your shares keep heading back toward $0.0001 and then NO bid, like has happened repeatedly after every reverse split....
then what?
Your investment becomes basically worthless. The DTCC drastic action taken against Heathrow over the last couple years does not exactly inspire confidence, either.
Anyone can be giddy about something, but not just anyone is willing to do enough DD to see what is really going on. Even if they do learn about Heathrow, they may be blinded by their optomism.
Heathrow diluted 1.5 billion (at least) in just one quarter in 2010 (2 Q).
Of the 1.5 billion shares Heathrow diluted in 2Q 2010 alone, only around $3,200 in money was left in Heathrow's coffers at the end of the quarter.
HRNF dumped those shares at $0.00005. The ask was 2X that price at $0.0001.
It looks like Heathrow values their own shares at much less than the market does. Pretty hard to dispute that.
Or Heathrow could be suspended by the SEC? That is more likely, IMO, that the DTCC reinstating their cussip.
It has happened to other companies, to protect investors.
Those that read the 2Q 2010 unaudited financials and noticed that they FAILED to list their judgment lien liabilities might note what securities laws state about CEO's that sign-off of their company financials. I'd like to see Heathrow disclose why they don't list those liabilites.
Bid manipulation is not bid support.
Someone keeping a bid for 5000 shares, then "layering" it with other brokers/nominee accounts, al while keeping phony "ask" orders is simply manipulation. The SEC and pinksheets warns investors about thinly-traded pinks and the crooked manipulation that goes on.
Heathrow has already proven that they say one thing, then do the exact opposite and dilute shareholders into the ground.
Notice how quiet Heathrow has become, once the DTCC took such drastic action against the company? Heathrow even admitted that the same DTCC chill was in affect in 2010, too.
Yes, suspicious companies like Hrathrow.
They already said they'd have the paperwork done to update pinksheets by the first week in February.
Apparently the CEO doesn't know they can update pinksheets online.
Heathrow already got $825K for those shares. The money is already gone. They report only $3200 or so of cash left, as of their 2Q 2010 report.
Looks like Heathrow will need much more dilution to stay afloat, IMO.
Anyone believing their revenue projections only need look at past projections and the fact they only got a tiny amount of revenue. They've been doing these kind of projections for years, yet have failed repeatedly.
Most expect a reverse split
This is what Heathrow usually does when the stock price moves to no bid.
DTCC chill protects investors.
I see no reason to lift those protections that have ceased buys or sells from many major brokerages, just like in 2010.
Buyback scheme from 2009
Look how similar the wording was to recent buyback hype. The recent Share Restructuring plan announced similar things. Remember, cancelling a block or two of shares does not mean they bought the shares. Companies can take posession of and cancel stock certificates from some shares they gave out previously to "consultants" who's services can be conveniently terminate......as long as they have not already been sold and/or the restrictive legend removed (if it was on them).
I wouldn't doubt that almost all or all the shares Heathrow says it cancelled are not part of a buyback. They only report having around $3,200 cash left, so a buyback is not likely.
April 17, 2009 - LAKE MARY, FL -- Heathrow Natural Food & Beverage, Inc. (PINKSHEETS: HRNF) is pleased to announce that it will begin the previously announced common stock re-purchase program effective Monday, April 20, 2009. HNFB plans to purchase up to 350 million shares over the next several months, reducing the outstanding float to approximately 75 million. Shares will be purchased on the open market consistent with the SEC guidelines set for stock re-purchase plans. HNFB may seek the assistance of a third party to affect the plan.
"We are pleased to contribute up to thirty percent of future revenues to re-purchase our common stock which we feel is very undervalued. With no debt and very obtainable revenue milestones, HNFB is very well positioned in the $100 Billion Dollar Wellness Industry," said Michael Pagnano, CEO Heathrow Natural Food & Beverage, Inc.
Advance From Third Party- $625,300
In the same report, HRNF admits they have been dumping shares (at least 1.5 billion shares) at $0.00005 (yes, 5 decimal places)
Again, the $625,000 owed Pagnano does not include salary, bonuses, the "incentive plan", or deferred compensation.
Now do the math....if Pagnano is paid from equity financing....
$625,000 / $0.00005 = 12.5 billion shares
So the CEO is owed close tp 2 times the shares outstanding, based on the price HRNF has been diluting shares at in just one quarter in 2010?
No wonder they had to increase the share authorization to 15 billion shares.....and that might not be enough.
More massive dilution will happen soon.
Dilution will probably begin anew as soon as they update pinksheets with the share structure.
"the board has approved the reduction of the company’s authorized common shares from 15 Billion to 500 Million. Upon the reduction of shares, rule 144 restricted shares will be issued to senior management and certain insiders."
Looks like a reverse split (reduction of shares), like they do so often, is the real share reduction plan, IMO.
Read that again? If they announced they will issue more shares, they become part of the outsanding shares - restricted or not.
More massive dilution will happen soon.
Dilution will probably begin anew as soon as they update pinksheets with the share structure.
Heathrow already owes their CEO more than the company is worth, so those shares they announced they plan to give to management and insiders will only bloat the already bloated share pool.
They may just reverse split in March or April.
Probably 1:300 or 1:500.
Heathrow is known for destroying shareholder value through reverse splits and massive dilution.
Past buyback announcements show Pagnano's series of failures to follow through on his promises.
Once one does some basic DD, it is a wonder anyone believes anything they spew.
Of the 1.5 billion shares Heathrow diluted in 2Q 2010 alone, only around $3,200 in money was left in Heathrow's coffers at the end of the quarter.
HRNF dumped those shares at $0.00005. The ask was 2X that price at $0.0001.
It looks like Heathrow values their own shares at much less than the market does.
PR's from Heathrow cannot be relied upon, for the most part.
Pagnano has a history that would make me avoid owning any shares.
From recent press releases and their broken promises, I am even more convinced that I would not buy one share.
We already confirmed there is no shorting going on.
Short Sales
Date Short Interest % Change Avg. Daily Share Volume Days to Cover Split New Issue
Jan 31, 2011 1 -66.67 22,606,508 1.00 No No
Jan 14, 2011 3 200.00 112,855,509 1.00 No No
Dec 31, 2010 1 0.00 19,324,641 1.00 No No
Dec 15, 2010 1 0.00 0 999.99 No No
Nov 30, 2010 1 0.00 8,000 1.00 No No
Nov 15, 2010 1 0.00 16,727 1.00 No No
Oct 29, 2010 1 0.00 2,683,994 1.00 No No
Oct 15, 2010 1 0.00 12,806,256 1.00 No No
Sept 30, 2010 1 0.00 102,751,654 1.00 No No
Sept 15, 2010 1 0.00 1,005,666 1.00 No No
Aug 31, 2010 1 0.00 166,250 1.00 No No
Aug 13, 2010 1 0.00 702,049 1.00 No No
Jul 30, 2010 1 0.00 9,646,310 1.00 No No
Jul 15, 2010 1 0.00 1,509,367 1.00 No No
Jun 30, 2010 1 0.00 555,452 1.00 No No
Jun 15, 2010 1 0.00 2,783,818 1.00 No No
May 28, 2010 1 0.00 2,247,012 1.00 No No
May 14, 2010 1 0.00 18,176,046 1.00 No No
Apr 30, 2010 1 0.00 30,110,340 1.00 No No
Apr 15, 2010 1 0.00 6,031,657 1.00 No No
Company WIL NOT file audited finacials
Their last unaudited financials (Q2 2010) left out liabilities from their judgment lien from Florida. This included hundreds of thousands of dollars of liabilities Pagnano appears to have failed to report on their financials.
They have refused to file ANYTHING since then.
Shorts basically non-existant. And have been for a long, long, long time.
Short Sales
Date Short Interest % Change Avg. Daily Share Volume Days to Cover Split New Issue
Jan 31, 2011 1 -66.67 22,606,508 1.00 No No
Jan 14, 2011 3 200.00 112,855,509 1.00 No No
Dec 31, 2010 1 0.00 19,324,641 1.00 No No
Dec 15, 2010 1 0.00 0 999.99 No No
Nov 30, 2010 1 0.00 8,000 1.00 No No
Nov 15, 2010 1 0.00 16,727 1.00 No No
Oct 29, 2010 1 0.00 2,683,994 1.00 No No
Oct 15, 2010 1 0.00 12,806,256 1.00 No No
Sept 30, 2010 1 0.00 102,751,654 1.00 No No
Sept 15, 2010 1 0.00 1,005,666 1.00 No No
Were they restricted-legend shares they issued, or freeley-trading?
Just trying to understand why the DTCC dropped HPNN
Did they just throw HPNN in the DTCC action just to protect investors, or is there something bigger going on?
Anyone ask Peter what is really going on?
Buyback scheme from 2009
Look how similar the wording was to recent buyback hype. The recent Share Restructuring plan announced similar things. Remember, cancelling a block or two of shares does not mean they bought the shares. Companies can take posession of and cancel stock certificates from some shares they gave out previously to "consultants" who's services can be conveniently terminate......as long as they have not already been sold and/or the restrictive legend removed (if it was on them).
I wouldn't doubt that almost all or all the shares Heathrow says it cancelled are not part of a buyback. They only report having around $3,200 cash left, so a buyback is not likely.
April 17, 2009 - LAKE MARY, FL -- Heathrow Natural Food & Beverage, Inc. (PINKSHEETS: HRNF) is pleased to announce that it will begin the previously announced common stock re-purchase program effective Monday, April 20, 2009. HNFB plans to purchase up to 350 million shares over the next several months, reducing the outstanding float to approximately 75 million. Shares will be purchased on the open market consistent with the SEC guidelines set for stock re-purchase plans. HNFB may seek the assistance of a third party to affect the plan.
"We are pleased to contribute up to thirty percent of future revenues to re-purchase our common stock which we feel is very undervalued. With no debt and very obtainable revenue milestones, HNFB is very well positioned in the $100 Billion Dollar Wellness Industry," said Michael Pagnano, CEO Heathrow Natural Food & Beverage, Inc.
Remember this from fall 2008?
HRNF accomplished little or none of it, then did a 1:300 reverse split in 2009.
Oct 30, 2008
WGL Entertainment Holdings, Inc. (PINKSHEETS: WEHI) announced today that it would like to update its shareholders on several open matters. The merger with Stemtronix under the current terms and conditions would not be beneficial to WGL Entertainment Holdings, Inc. shareholders. Stemtronix is offering 1 share of the newly formed company for every 100,000 shares of WEHI. This would be a form of a reverse split which WGL management is against at this time. We will continue to negotiate better terms for our shareholders during the balance of the 60-day due diligence period.
If the merger is not completed, WGL Entertainment Holdings, Inc. plans on offering our current shareholders a Preferred Stock dividend. The details of this plan will be announced shortly. However, it will be of significant benefit to all current WEHI shareholders.
Additionally, the MDSO continues to air in Europe and will produce revenues close to $300,000. We are also very close to announcing a major national cable airing for the MDSO beginning in mid November with revenues approaching $500,000. The casting of Hot Days and Hot Nights is currently under way in Las Vegas and is scheduled to be completed the week of November 11, 2008. Filming is scheduled to begin December 2, 2008.
Finally, a plan to reorganize our common share structure via the retirement of 95% of the outstanding shares is being formulated. Details of this plan will be announced the week of November 10, 2008.
WGL Entertainment Holdings, Inc., through its subsidiary WGL Entertainment, is the producer of the WGL Million Dollar Shootout Reality Television Series and several other made for T.V. sports entertainment events scheduled to be produced in 2008 and beyond.
Heathrow planning a reverse split?
That's what I'm guessing. Those that believed what Heathrow has put out in the past only need to do their own DD to find that the CEO has put out numerous questionable statements, IMO.
Pagnano will use the excuse that they need financing and don't have revenue projected to dilute billions and billions more shares. Then he will reverse split, which has been pretty much part of his business model since 2007.
With 15 billion,shares authorized,he can dilute as fast as buyers will pick up shares.....until it goes right back to no bid, like it was for much of 2010.
This suggests Heathrow has problems with the SEC, despite what the CEO is trying to get people to believe.
Mon Jan 24 20:53:02 2011 DTC Suspension of Settlement Services
As a result of a complaint filed by the U.S. Securities and Exchange Commission ("SEC"), the Depository Trust Company (DTC) has suspended settlement services, except custody services, for the following securities:
054617105 Axis Technologies Group, Inc.
422463109 Heathrow Natural Food and Beverage
....................etc
The address I indicated was what was on their 2010 florida annual report. I just noticed that it appeared almost like a buch of little drop boxes in a strip mall.
Or the ability to buy. There are many waiting until the "chill" is lifted so they could begin buying again. I for one, am one of those investors.
Or many more are waiting until the next third-party or company promotional/awareness assignments so they can try to sell.
Probably not much, if any, buyback of shares.
More likely cancellation of some consulting agreements or something like that. They can then take back stock certificates and cancel them, as if they were never issued. Would work for a couple press releases-worth of interest, but eventually people start wondering about why they didn't explain the difference between just cancelling and buying back shares.
I agree.
Net reduction right now.
All bets are off after they get pinksheets updated, IMO. Unfortunately, there is that DTCC cussip # drop thing that tends to limit the ability to sell.
Is their corp. address just a mailbox? Not sure. Could be a drop-box or an office. Corp. address from their Florida filings indicates:
Heathrow Natural Food & Beverage
Address:? Placement on map is approximate
7025 County Road 46A #1071-512 Lake Mary, FL 32746-4721
Note: HRNF failed to list their judgment liens (hundreds of thousands more $'s) in their financials. Pagnano signed-off on these financials, so there could be a big problem with omitting that money HRNF owes.
I believe the CEO should have been served with notices of these huge judgements (from sunbiz.org judgment lien search under Heathrow Natural and WGL Entertainment Holdings). I also believe the plaintiffs have been trying to collect from HRNF.
If these liabilities do not show up in their next unaudited financial report, I believe someone will let them know about it.
Maybe this was part of the reason for their DTCC ineligibility in 2010? Disclosure of those liabilities should have been in there, IMO. Anyone disagree? I don't believe Pagnano disclosed much about that action taken by the DTCC.
I believe the CEO should have been served with notices of these huge judgements (from sunbiz.org judgment lien search under Heathrow Natural and WGL Entertainment Holdings). I also believe the plaintiffs have been trying to collect from HRNF.
If they had any real assets to go after in Florida, I'm guessing the sheriff would be helping the creditors collect, with siezure of assets likely - that's what the law in Florida allows. They just typically don't sieze your primary residence. If you work out of your condo, you have little risk of asset siezure. At least one big judgment is now in place until 2015, so this will be hanging over HRNF's head for a while.
Advance From Third Party- $625,300
In the same report, HRNF admits they have been dumping shares (at least 1.5 billion shares) at $0.00005 (yes, 5 decimal places)
Again, the $625,000 owed Pagnano does not include salary, bonuses, the "incentive plan", or deferred compensation.
Now do the math....if Pagnano is paid from equity financing....
$625,000 / $0.00005 = 12.5 billion shares
So the CEO is owed close tp 2 times the shares outstanding, based on the price HRNF has been diluting shares at in just one quarter in 2010.
No wonder they had to increase the share authorization to 15 billion shares.....and that might not be enough.
Loans from the CEO - ouch
Something most may not know. HRNF owes tons of money to Pagnano.
Not counting salary/deferred compensation and his big bonuses and car money.....
HRNF owes Pagnano for loans made. No wonder they indicate they will need to issue more shares.....a lot more.
Note: HRNF failed to list their judgment liens (hundreds of thousands more $'s) in their financials. Pagnano signed-off on these financials, so there could be a big problem with omitting that money HRNF owes.
From their last financials (period ending June 30, 2010):
NOTE B – Advances from Related Parties
This reflects monies owed the CEO from direct cash loans and does not include deferred salary or bonuses.
Liabilities
Accounts Payable
$36,980
Advance From Third Party
$625,300
No proof of any buyback?
Did you notice, HRNF has been hyping cancellation of some shares? Did you also notice that they have not included any "buyback" wording in ANY of those announcements?
Hmmmmmm, just cancelling some shares, with little or no buyback of shares? What do you think? Here is how companies can make it look like a buyback for a while....
Here is what HRNF did in a past 2005 SEC filing....they issued "contracts"/shares for consulting services....ok...I wonder who that person was? It always makes sense to look at what a CEO has done to shareholders in the past vs. what he promised to do. History tends to repeat itself, just under a different business model. He doesn't have to succeed if he can still sell you more dilutive shares...which is likely to happen.
HRNF (previous ticker) cancelled some of the shares and removed them. To a shareholder, this might seem like the hinted buyback, but the shares were never bought back. They were "treated as never having been issued in the accompanying financial statements."
You can also see, in the below excerpt, that HRNF announced a huge financing "commitment", yet later admitted they never had a "firm" commitment
from 2005 SEC financials
ITEM 5. OTHER INFORMATION.
In April 2005, we terminated consulting agreements with four individuals to whom we had previously issued shares covered by a registration statement on Form S-8, Securities and Exchange Commission File Number 333-122807, and, as a result, we cancelled an aggregate of 77,535,376 of their shares. The shares are treated as never having been issued in the accompanying financial statements.
Effective April 11, 2005, we entered into two, twelve-month consulting agreements with Donson Brooks to provide strategic and knowledge management consulting services to us in exchange for an aggregate of 110,000,000 shares of our common stock valued at $220,000, of which $165,000 is included in deferred consulting expense. The agreements will automatically renew for an additional three months. Either we or Mr. Brooks may terminate the agreements upon thirty days prior written notice to the other party after the first three months.
In August 2005, we cancelled 4,000,000 shares of common stock that we issued as free-trading in August 2005, as we did not believe such shares were covered by a registration statement on Form S-8.
During the three months ended June 30, 2004, we issued various press releases regarding the revenue that we expect to generate from The Million Dollar Shootout. We estimate that we may earn $2.5 million for the first season consisting of the sale of 103 minutes of advertising at $12,000 per minute, $100,000 of sponsorship for each of the five teams that will compete, and the remainder from various other sponsorship, brand placement and the sale of the registrant database. Licensing rights for The Million Dollar Shootout and our ability to sell the rights to a major network will be based on the success, if any, of the first season. We estimate that we could receive from $15 to $25 million for a two-year license with a major network in the United States. We plan to retain the foreign licensing rights. See "Risk Factors" in "Part I., Item 2., Management's Discussion and Analysis or Plan of Operation."
In June 2005, we issued a press release stating that we had received a financing commitment of up to $3,000,000 for the production of The Million Dollar Shootout that would be available beginning August 1, 2005. We never received a firm commitment for the financing; however, we were and still are, in discussion with private investors for the financing.
HRNF has been selling shares at $0.00005 (5 decimal places)
any wonder why the stock was at No Bid, $0.0001 ask for so long, prior to the latest attempt by HRNF to project $15 million in revenue and their othe hype they put out in a flurry of press releases?
Now they seem to be handicapped because many investors can't dump shares and most new gullible investors reading the press releases can't buy because - major brokerages are not allowing any HRNF trades and because of the clearing restrictions/cussip# exit imposed by the DTCC.
The O/S is important.
If they were forced to raise the share authorization to cover warrants that could be converted to shares, then it is very important. Just how many billion more shares will be dumped into the share pool in this manner?
Note what HRNF did in 2010 (from their finacials- See notes)
Note E – Stockholders’ Equity
Common Stock
In March 2009, HNFB affected a 1 for 300 reverse stock split. All current and prior year share amounts have been adjusted to reflect post-split share and per share amounts.
As of June 30, 2010 there were approximately 7.3 Billion shares outstanding and 10,000,000,000 authorized.
Debt Conversion
During the three months ended June 30, 2010, there were no debt conversions and no debt conversion instruments in place.
Warrants and Options Exercised
During the three months ended June 30, 2010, options to purchase 1,500,000,000 shares were exercised for cash proceeds of $75,000.
Note that those shares were excercised at a massive discount (around 50%) to the $0.0001 ask price during most of the period. Ouch. The price HRNF gave those 1.5 billion shares out was:
$75,000 / 1,500,000,000 shares = $0.00005 per share (5 decimal places)
Notice how similar the PR from 2009 was worded as compared to their Jan 5th, 2011 press release?
Notice the statement by the CEO about dilution in the Jan 5th, 2011 press release?
....said Michael Pagnano, CEO Heathrow Natural Food & Beverage, Inc. “All financing going forward, will be based on purchase orders and will have no impact on the share value or require any further dilution.”
Now look at what HRNF released just 5 days later (Jan 10th, 2011).
.....said Michael Pagnano, CEO Heathrow Natural Food & Beverage, Inc. “As stated last week, all future financing will come via private equity and/or purchase order financing. Any shares issued for such financing.......
Can you see how going from the no dilution statement by the CEO on Jan 5th to the equity finacing (more dilution) statement by the CEO on Jan. 10th can cause a bit of concern?
It looks like Pags may be pulling the same thing they did in 2009 and beyond, IMO.
Heathrow Natural Food & Beverage, Inc. Board of Directors Approves 95% Reduction in Authorized Shares From 15 Billion to 750 Mil
Date : 03/16/2009 @ 8:30AM
Source : MarketWire
Heathrow Natural Food & Beverage, Inc. Board of Directors Approves 95% Reduction in Authorized Shares From 15 Billion to 750 Mil
LAKE MARY, FL -- (Marketwire) -- 03/16/09 -- Heathrow Natural Food & Beverage, Inc.
(PINKSHEETS: HRNF) is pleased to announce that its board of directors has unanimously approved a reduction in its authorized shares from 15 Billion to 750 Million. This 95% reduction reflects a focus on returning shareholder value and limiting any future dilution of HRNF shares. With only 35 Million shares outstanding, Heathrow Natural Food & Beverage, Inc.
will focus on several major acquisitions in the wellness food market as well as the promotion of the summer national airing of the WGL Million Dollar Shootout (MDSO) reality television series.
"With our debt now at manageable levels, it is not necessary to maintain such a high level of authorized common shares. The company will soon be able to sustain its growth from earned revenue and will not be in a position to have to raise capital from the dilution of its common shares in any form," said Michael Pagnano, CEO of Heathrow Natural Food & Beverage, Inc. The explosive growth of Exfuze www.exfuze.com/heathrow, coupled with the MDSO national airing and several planned food and beverage acquisitions/partnerships will provide the platform to profitability and shareholder value for 2009 and beyond. We value the continued support of our 6,000 plus shareholders and look forward to restoring confidence and value as we move forward with our strategic objectives.
About Heathrow Natural Food & Beverage, Inc.:
Heathrow Natural Food & Beverage, Inc., is a national distributor of natural food products such as Exfuze, a very popular nutritional beverage.
HNFB is based in Florida and generates revenue through online and call center sales. HNFB also owns WGL Entertainment, the producer of the WGL Million Dollar Shootout reality television series.
Statements contained in this news release, other than those identifying historical facts, constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Safe Harbor provisions as contained in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relating to the Company's future expectations, including but not limited to revenues and earnings, technology efficacy, strategies and plans, are subject to safe harbors protection. Actual Company results and performance may be materially different from any future results, performance, strategies, plans, or achievements that may be expressed or implied by any such forward-looking statements. The Company disclaims any obligation to update or revise any forward-looking statements.
Contact:
Heathrow Natural Food & Beverage, Inc.
So you agree, 15 billion shares authorized?
Delaware is where HRNF files ANY decrease of authorized shares first, per securities laws in DE.
if DE indicates 15 billion shares authorized, then there are 15 billion authorized, confirmed by HRNF in their Jan. 5th press release.
Remember this from 2009?
Heathrow didn't do it then, either!
Heathrow Natural Food & Beverage, Inc. Board of Directors Approves 95% Reduction in Authorized Shares From 15 Billion to 750 Million - MarketWatch
Then the TA can give you the exact date (after Jan 1, 2011) that they got the filing that the share authorization was reduced from 15 billion to ten billion shares (if it really was reduced to 10 billion shares).
Delaware (HRNF state of incorporation) seems to indicate 15 billion shares, as does HRNF's press release dated Jan 5th, 2011.
Contact delaware yourself. They can prove the information you need to confirm the 15 billion shares authorized. HRNF has failed to update pinksheets with current information, as promised. I wonder why? It is not difficult to do, and they can actually do it online.