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FWFW(.50)...accumulated a position......
17.75M shares outstanding
451K unrestricted shares
Accumulated shares from the sub-20 cent level to 50 cents. I found it extremely difficult to get any sizable amount of shares under 20 cents, so I decided to be a little more aggressive when I saw the ask price drop under 40 cents. Currently averaged in under 39 cents.
Roy Tang purchased control of the shell in July of 2021 for the purpose of bringing his Asia-based financial services firm public (Flywheel Financial Strategy). Around mid-December of 2021, Flywheel had a listing ceremony/celebration (as per the company website), and from that time forward the company has identified itself as an OTC-listed company. The problem is that the Flywheel SEC filings still do not show the reverse merger (movement of Flywheel's assets/liabilities into the shell) has officially occurred yet. So that is the primary risk on this play.
I am working under the assumption that this RM will become official at some point. I think the CEO has a pretty strong desire to eventually have this company listed on the Nasdaq. Unless there is some extremely negative change in the final structure (which is certainly possible here), the risk/reward around these prices looks very interesting to me. The legacy share count appears to be under 1.6M shares, so at my current average I bought at a legacy share valuation of under $610K on this shell/RM.
https://flywheelfs.com/
https://www.youtube.com/channel/UCa2ijfjV3cLBw-eakqvX8Pg
https://www.facebook.com/financialeliteHK
ZNNC(.0022)...added to position......
KPEA(.20)...CEO interview...acquisitions, Nasdaq uplisting......
China Fortune.com (China Fortune Media Group) did a 6-minute interview/feature on KPEA and its CEO last week. The video doesn't have a closed caption feature, but it looks like much of the final 2 minutes of the interview was about the stock. The article text that accompanies this video seems to make it pretty clear that KPEA still has intentions of uplisting to the Nasdaq at some point. It looks like the company is viewing the upgrade to QB status as just a stepping stone toward its eventual goal of trading on the Nasdaq. Recent internally-generated material that the company has posted on its website, and other recent third-party articles also reiterate KPEA's continued desire to eventually uplist to the Nasdaq.
The interview/article mentions that KPEA intends to complete the acquisition of at least one of the two target companies by the end of this year. So I would probably expect to see some increase in corporate activity over the next few months or so.
Some noteworthy items from the interview/article......
nsomniyak...HLTT's Q4 revenue......
HLTT/QMEI...additional developments......
HLTT(.275): Sales of the wound care product (Amniobind) began in the month of September, with the company recording $776K in revenue. The Q3 filed last week contains this somewhat interesting statement......
QGSI...position status.....
Regarding the private message I received asking about my current thoughts on QGSI.....
This could end up being a very bad investment decision on my part, but I sold my position in QGSI. I was not comfortable with this proposed merger with CoinAnalyst, and I was growing increasingly uncomfortable about the lack of transparency on a couple of major press releases (corporate developments). Neither QGSI nor CoinAnalyst would respond to emails, so at this point I am just more comfortable moving my money into other opportunities.
Regarding the CoinAnalyst merger:
1) It looks like the burn rate of the combined company will be fairly high.
2) The exact details of how this will be implemented have not been disclosed yet, but it looks like this could turn out to be a bit of a messy or complicated situation. I have zero interest in owning a stock that trades on the Canadian exchange. As far as I am aware TD Ameritrade does not allow trading of foreign stocks, so I don't want to deal with the headaches of trying to get my position moved to a platform that allows me to trade it. Maybe QGSI will set up a "F" equivalent stock for United States shareholders, but I don't know how the mechanics of that would work out.
If anything about this merger were to make it more difficult (and/or more expensive) to trade my shares, I just don't think I would be interested in dealing with it.
Lack of transparency on corporate developments:
I am a generally patient investor and realize that things might not always materialize exactly how the company expects. But I do have some limits on what I find acceptable or not. The company issued two press releases in the last year or so disclosing very major transactions (a $1M investment from a third party -- 8/25/2021, and the CEO acquiring 90M shares -- 7/6/2022). Subsequent quarterly filings from QGSI do not appear to show any evidence these transactions actually occurred. The first press release was a red flag for me, but I was willing to give the company some leeway on it. This second press release was the final straw for me. The lack of transparency on these two items does not sit well with me.
Part of me wonders if instead of the CEO actually acquiring those 90M shares, maybe the sisters who owned those shares are just going to return those shares to treasury and the company will cancel them. If the share numbers and percentages disclosed in the merger press release are accurate, the only way this merger can be completed is if QGSI cancels around 90M shares. Otherwise the percentages (QGSI = 97%, CoinAnalyst = 3%) simply do not work.
No matter what the situation is, QGSI needs to provide better transparency on issues where filings seem to directly contradict information the company has issued in press releases.
STJO/LFLS...added to positions......
STJO(.104): Picked up some more shares today, following the updates to the OTC Markets profile page. Management seems to be picking up the pace a little bit with regards to getting things updated. Legacy share valuation is under $1.4M at the current price. Just have a feeling this is going to move nicely at some point.
LFLS(.0799): Picked up some more shares of LFLS today. Currently averaged in under 5.6 cents per share. I first noticed it when Traderfan mentioned it over on Twitter after LFLS issued a press release on November 1. I'm somewhat surprised this stock has not been getting more attention. Unless I am really off on my analysis, this potential shell looks extremely attractive on a structural/fundamental basis.
Based on my understanding/interpretation of the press release, it looks like the CEO/insiders intend to sell more than 48M of their existing shares to a RM candidate. That would leave a legacy share count of less than 10M shares. Assuming there are no overly negative changes to that plan, LFLS certainly looks like a very compelling investment at these sub-.10 levels.
I added some shares today after noticing the float update yesterday showed an increase of around 3.2M shares. This is purely a guess on my part (after looking at the management/insider ownership table in the last quarterly report), but that float update suggests to me the possibility that the 621K investment club shares may have been distributed and two of the directors ( Daniela Haynie and Marc Phelps) may have been removed. Combined, the investment club shares and the director positions are roughly 3.2M shares.
QMEI...additional information related to Esther's departure......
EVCI..STJO..TCRI...added to positions recently.....
EVCI(.22): Picked up more shares of the EVCI shell at prices around the 21-25 cent level. I consider EVCI and BDCM (which I also own) to be the most attractive Synergy Management shells from an overall structure/valuation standpoint.
STJO(.0505): Picked up a few more shares of STJO at 4.5 cents. Yesterday's quarterly filing appears to provide the first confirmation that the 86.5M shares have been issued and the RPM merger has been completed.
Lack of timely updates/transparency on the merger probably contributed to the pullback under ten cents. Depending on what additional information/details materialize here, I think STJO would have the ingredients for a significant move upward. Medical devices, healthcare industry, and a legacy share valuation that is currently under $700K.
TCRI(.05): Picked up more shares of the TCRI shell under the 6-cent level. Q3 report should get filed in around 2 weeks or so, and it will be interesting to see if there are any updates or material information.
Investor interest in TCRI fell off a cliff when Munaf Ali disclosed that they had decided not to bring Phoenix public. Analysis of the risk/reward on this shell definitely became more difficult with that decision because it introduced much more uncertainty. It may not be a very popular opinion at the moment, but I still think the risk/reward looks somewhat interesting.
This is the way I am looking at TCRI right now: There are any number of scenarios that might play out here, some extremely good and some extremely bad. Maybe Phoenix decides to let Seng Yeap Kok (the current TCRI CEO, a consultant to TCRI/Phoenix, and the former majority shareholder) find another reverse merger candidate. Or maybe Phoenix with its extensive connections in the business world has other ideas on what it wants to do with the TCRI shell. Depending on how a reverse merger is structured here, TCRI's current legacy share valuation could be under $500K.
As of the last quarterly report, Munaf Ali and Phoenix still owned the majority shares, and they were paying all of the shell's expenses. I checked the LinkedIn profile for the Phoenix CFO (Jeetendra Bhatia) and he still mentions that Phoenix controls a stock in the United States. Phoenix issued a press release last week, and it reinforces the scope/influence of that company's operations. From my perspective it is hard to ignore the involvement of Phoenix in TCRI. Until that involvement significantly changes, I would like to have some exposure to this shell.
https://www.yahoo.com/now/phoenix-technology-eyes-global-expansion-084800622.html
HLTT(.30)...post-merger details on the proposed SPK/Varian deal......
CXKJ(.155)...Yananju Group is possible acquisition target......
QMEI...Esther Law's departure......
HLTT...Paul Mann's ASP Isotopes expected to IPO this week......
QMEI...$650K private placement in Besra Gold......
QMEI...revenue, Besra Gold position, Nasdaq......
YBGJ(.088)...$2.3+M of shares moved.......
On Friday, an entity controlled by the CFO sold 4,278,000 shares at 50 cents ($2,364,000). This was part of the proposed insider sales disclosed in the S-1 filing that finally was declared effective by the SEC on July 29. Next large insider sale might be a 5.7M block at 50 cents, from an entity controlled by a YBGJ director. The only other proposed insider sale is a 1.7M block from Cheung Ho Shun (but there is a possibility that he has changed his mind about selling, since he indirectly purchased an additional 1.6M shares at 50 cents about 3 weeks ago).
In my opinion movement of these large amounts of shares at the fixed 50-cent price is encouraging, especially in this difficult market environment. After these insider sales, I am semi-expecting to see an additional infusion of capital into the company at 50 cents at some point, to go along with the $819K earlier this month.
HLTT(.45)...complex/interesting situation developing here.....
There are a lot of very complex elements going on with HLTT right now (they have a need for financing, revenue from their Amniobind product is expected to begin, other risks/catalysts you might expect from a biotech/medical company, etc). I have no idea how everything is going to play out (could be extremely good or extremely bad), but it is certainly an interesting situation.
One aspect of HLTT that is particularly interesting at the moment is its 5.5% ownership position in privately-held Varian Biopharma. Originally Varian was planning to go public via HLTT, but I think Varian/HLTT had difficulty attracting financing. Both parties mutually agreed to abandon the plan. So Varian then entered into a potential acquisition deal with SPK (a Nasdaq SPAC). As with most SPAC deals it is taking a considerable amount of time to get the deal closed.
Recently SPK mentioned in its filings that as part of closing the deal a simultaneous private placement was being worked on. I found that a bit interesting (and somewhat unusual) because the SPAC already had a fairly decent amount of cash (around $50M). SPK recently had its vote to extend the time for the SPAC to complete its acquisition and the 8-K disclosed a couple of items that caught my attention: 1) One day before the vote an institutional investor agreed to pay the first month's extension. I am not entirely sure but it is possible this investor may not have had any previous relationship with this SPAC. 2) More than 61% of the SPAC's shares were tendered for redemption. There are now only a little more than 2.5M shares outstanding in this SPAC.
That recent disclosure of work being done on a private placement and the institutional investor paying the first extension almost suggests to me that SPK probably was aware there would be a high number of redemptions but SPK/Varian might still be interested in trying to get a deal completed. If that is the case it will be interesting to see what kind of adjustments might be made to the original terms of the deal and what (if any) positive/negative impact it might have on HLTT. Under the original deal, HLTT was going to own a little more than 2.2% of the post-merger company.
Perhaps worth noting: Ever since HLTT issued 25-cent stock options to a debt holder on September 6 (the stock was trading around 20 cents at the time), and SPK had its extension vote on September 9, HLTT has quietly doubled in price. HLTT's ownership position in Varian Biopharma probably is not all that significant if you look at it from just a purely/overall fundamental perspective. But it probably does have some market awareness and psychological significance when you consider that one of the OTC investment themes that has garnered some increased interest recently has been with OTC stocks that have some connections to Nasdaq stocks. The HLTT/Varian/SPK connection is one that very few investors are probably aware of at the moment.
VBIXD(.51)...Gix Media expects $80-90M 2022 revenue......
Added some more shares to my position both before and after the 1:28 reverse split. Risk/reward looks somewhat interesting down around this 50-80 cent price area. The incoming reverse merger target (Gix Media) did a little over $43M revenue in the first 6 months of this year, and the June 2022 (page 19) presentation below has the company providing guidance/expectation of $80-90M revenue for fiscal 2022.
I'm still not completely sure what the final post-RM share structure will look like. There are a few complicating factors (like whether some high-priced warrants get exercised, exactly how a loan to Gix's parent company will be repaid, etc.). But if my rough calculations/guess is reasonably close, I think the shares outstanding will probably be somewhere in the 12.5M to 18M range (my guess is that it will be roughly 15M).
https://mayafiles.tase.co.il/rpdf/1457001-1458000/P1457040-00.pdf
LFEV(.413)...design/manufacture of AREB's e-bikes......
Still holding a position in the LFEV shell, waiting for the reverse merger with Life Electric to be officially completed, and still crossing my fingers there will be some type of momentum run. Share structure and valuation post-RM probably will be unattractive (around 457M outstanding), but the tradeable shares might still be reasonably low.
There has not been any official disclosure yet but it appears that one of the several additional acquisitions that LFEV has been working on is Sierra E-Bikes......
CXKJ's forward split......
I was somewhat disappointed to see CXKJ do a forward split. That pretty much ends the chances of CXKJ uplisting to the Nasdaq anytime soon. I thought with the type of share structure CXKJ had the company was positioning itself reasonably well for an eventual uplisting. I was kind of really looking forward to that, especially when you see just how explosive some of these uplistings/IPOs have been recently (particularly with China-based companies).
I think a couple of months or so ago I remember seeing on the corporate website some references to the possibility of filing an OTCQB application. Based on the language in the parts of the 8-K dealing with the addition of the two new directors, I would assume the company is in fact going to file that application. Since the company already is a current SEC-filer, I would guess this is being done just for the increased market awareness that OTC Markets services might offer. Personally, I think that would probably be a waste of CXKJ's time/resources.
I am a little bit puzzled about why the company did not maintain the 1:5 ratio on its outstanding/authorized structure after the forward split (increase it to 2 billion authorized)......
current outstanding/authorized structure: 40M/200M
new structure: 400M/1B
By only raising the authorized to one billion shares, the net effect of this share structure change is that CXKJ has reduced it authorized shares by 50%. Which would seem to make it more difficult to actually make acquisitions (unless they plan to use their preferred shares for such purposes).
QMEI's purchase of Besra shares......
QMEI...acquired 9.72% of Besra Gold......
I picked up some more shares of QMEI today at around 74-75 cents. Although QMEI has not made any US-filings or social media disclosures yet regarding this acquisition, it appears QMEI has acquired 9.72% of Besra Gold. This company trades on the Australian stock exchange and is primarily focused on gold mining in Malaysia. Besra's exploration targets look like they have (or potentially have) significant deposits of gold.
QMEI acquired these shares from another company, at a more than 450% premium to what Besra was trading at around the time of the acquisition. Date of the acquisition was August 11. According to the filing disclosures in Australia, QMEI paid $5M in cash for this position. Quantum Metal Recovery is a subsidiary that QMEI registered last year.
Besra issued a press release this morning.......
CXKJ...officially starting merger/acquisition phase of its growth.......
I've locked in some profits around the $1.50-2.50 area on CXKJ, but still hold a decent position in anticipation of a possible nice push over $2 again. When CXKJ first went public it mentioned that M&A activity would be a major part of its growth plans. I think they were planning to do at least a couple/few acquisitions per year. According to the corporate website, CXKJ has officially started talks/negotiations with other companies here in the month of August......
Traderfan...QMEI, Esther Law, Asian RMs......
QMEI(.37)...another reference to company desire for Nasdaq listing......
Earlier this year the QMEI CEO mentioned a number of times during interviews/presentations that QMEI will seek a Nasdaq listing at some point. Last week it looks like the company appointed a presumably full-time CFO, replacing Esther Law (one of the co-founders who has her hands full running quite a few businesses in Asia).
About 3 weeks ago this press release from an Asian business awards association once again reiterates QMEI's desire for a Nasdaq listing.......
Traderfan...ADMG legacy valuation is hard to ignore.......
ADMG/EVCI...added to positions......
ADMG: Finished building my position in the ADMG shell with a 90+K block of shares at 6 cents last week. The quarterly filing disclosed that Asia-focused consultant NYJJ (Hong Kong) Limited is paying some of the shell's expenses. That could increase the chances of seeing an Asia-based reverse merger on this shell.
However, when Larry Eastland (family/associates) sold control of the TGRP shell to Szu-Wu Yu (a financial consultant/accountant primarily focused on Asia/Australia) last year, I was 100% convinced that the TGRP shell would see an Asian reverse merger. The TGRP RM went in a totally different geographic direction than I was expecting.
EVCI: I picked up a few more shares of the EVCI shell at 32 cents last week. Ben Berry's last tweet chain regarding EVCI on July 17 mentioned that he was vetting a potential RM target for the shell. It is very possible that EVCI might drop a bit lower in price if I practiced a little more patience here, but I wanted to have some more shares just in case EVCI is getting close to an announcement.......
$EVCI OTCM denied the QB application based on grounds that the company is a shell and if they make it QB they are concerned that there will be an operating business come March (18 Months from September Amended Rule 15c2-11). They also didn't like the preferred control...
— Synergy Management (@synergymgtgroup) July 17, 2022
ADMG(.10)...added to position......
16.1M shares outstanding
4.24M float
Larry Eastland purchased control of this shell around the end of March 2022 (11,866,563 shares).
Since my last post over on the ADMG board, I have been adding to my position at prices under 13 cents. Picked up a 50K block at ten cents today. My current cost basis is now under 12.9 cents.
Over on the ADMG board I mentioned that Eastland had registered a biotech advisory service company in Florida during 2021. I speculated that maybe he might use the ADMG shell for some type of biotech RM. Kind of interesting to note that after I made that post the quarterly filing for TGRP (another company/shell that Eastland was connected with during 2021 before selling it to another party in Asia/Australia ) disclosed that it had been purchased by James Talton. It seems highly likely to me that Eastland had a role in James Talton buying control of that shell. I don't think it is just merely a coincidence that Talton owns a biotech business located in the same city where Eastland established his biotech advisory company.
Perhaps worth noting: TGRP's legacy share valuation at its current bid price is over $11M, and at its current ask price TGRP's legacy valuation is over $21M. Also perhaps worth noting: In the TGRP situation all of the Eastland associated shares were ultimately sold to the new control person. If a similar scenario (structure/price) occurred with this ADMG shell, that would be the equivalent of ADMG trading at a price over $2.5 per share.
James Talton's LinkedIn profile......
https://www.linkedin.com/in/james-talton-a091591/
LUDG/STSN...accumulated positions......
Perhaps against my better judgement, I have accumulated positions in LUDG and STSN. Both are unattractive from a valuation/structure/debt perspective. Plenty of things not to like about both of these stocks.
Having said the above, I am thinking there is a chance that at least one of these stocks will get pushed hard at some point. Both of these companies have changed their business direction relatively recently and for the most part those changes have not received much investor attention yet. Should be potential catalysts coming for both of them. So I have accumulated positions with my fingers crossed and nose plugged.
At least part of LUDG's new business direction apparently will involve an mRNA-based cancer diagnostic test. STSN will be involved with canned oxygen.
Currently averaged in at: LUDG (.032) and STSN (.0147)
CSUI...November 2021 presentation is interesting......
Accumulated a position in CSUI. I think there is a decent chance that the bitcoin mining operations will be among the assets included in this reverse merger. Depending on exactly how they structure this RM, I like the chances of seeing a move into the 15-30+ cent range. That would be a roughly $5-10M valuation on the legacy shares (shares not owned by the incoming RM target/insiders), which should be around 28-29M shares.
Probably would be prudent to wait and see how this RM gets structured, but the valuation/potential looks reasonably good to me so I'm willing to take that chance. CSIU has an early APLD kind of feel about it (before APLD's reverse split and NASDAQ uplisting, its legacy share count was around 9-10M and it reached a legacy valuation over $50M during a time when the OTC Market was more favorable). If CSUI's reverse merger gets structured reasonably well, these sub-10 cent prices might turn out to be nicely profitable.
I don't know what the current status of their mining operations looks like, but the November 2021 presentation is quite interesting. Obviously there is some deep-pocketed people/entities involved with the mining operations. The text and bullet points from slide 9 of that presentation......
edesheim...increased my YBGJ position......
QGSI...Misir's share purchase, MetaTrading Investments......
Picked up some more shares of QGSI at 9 cents and below for a possible short-term trade. I think these last two press releases would seem to bode well for some tradeable opportunities. That looks like a pretty nice personal/financial commitment that Govin Misir has made here: purchase of 90M shares at 20 cents, and apparently a more visible/tangible relationship with his own software company.
I'm not sure if these last two press releases are an indication they are proceeding with development of the MetaTrading Investments subsidiary they formed earlier this year, or if there are other things currently under development. But I would certainly think these PRs are a good sign we will probably be seeing some potentially interesting corporate developments.
The 25-page investment deck for the MetaTrading subsidiary.......
https://www.canva.com/design/DAE5pYK33w4/zVEIzAbeHBwopfuPosKlXA/view/
MedHab, Cypress Technologies...extremely interesting RM......
Settlement agreement was interesting......
CNGI(.60)...added to my position......
CNGI(.60)...added to my position......
ADMG(.10)...added to position.....
TCRI(.62)...regarding position status......
To the person who inquired about my current position status and thoughts on TCRI......
I'm still holding a large position in the TCRI shell. Currently have a little over 746K shares at a cost basis a little over .094 per share. Unless something dramatically negative occurs, I don't have a great deal of interest in selling my position at this kind of price/valuation.
Over the next 4-5 weeks or so we should be seeing TCRI make two periodic filings (the 2021 10-K and 2022 Q1). Between the "subsequent events" section of the annual report and the entirety of the Q1 report, I would think at a minimum we should get some clarity on Munaf Ali's current ownership status with the shell.
I have no idea whether there has been in any significant change in the overall shell situation since the disclosure of the AlphaBit/Munaf purchase of the shell and Munaf Ali's November 2021 mention of what Phoenix intended to use the shell for. If the original purchase agreement was unwound , or if Munaf does still own the shell and has changed his original plans for the shell, I would not automatically/necessarily consider either of those scenarios to be something terribly negative. I am mostly just waiting to see what develops with the shell and will react accordingly.
Obviously there has been a tremendous amount of business activity going on with Phoenix and people surrounding that company since Munaf acquired the TCRI shell, and especially so in calendar 2022. If Munaf/Phoenix are still involved with TCRI, one somewhat interesting thing I have noticed recently is that Reza Dari (who registered AlphaBit LLC in Nevada) has registered another company here in the United States. About 3 weeks ago he registered Ourglass LLC in the state of Texas......
https://opencorporates.com/officers?q=Reza+Dari
Between overall market struggles/volatility and the new inherent danger of investing in fully-reporting SEC OTC Market stocks (thanks to the SEC's September 2021 rules), it is not surprising to see OTC stocks struggling at times. Especially around periodic filing deadlines.
ADMG(.13)...increased position......
ASNBD($1.40)...accumulated a position.....
Outstanding: 5.7M
Float: 570K
Risk/reward on ASNBD in the $1-1.50 price range looks somewhat interesting to me. I started accumulating a position just prior to the reverse split and continued accumulating following the split. Currently averaged in at slightly over $1.30 per share. The valuation I am paying does concern me, but I'm crossing my fingers quite a bit and taking a chance.
I am only aware of (or familiar with) two other reverse mergers that PacificWave has been involved with (MMND, and the most recent one from about 4 years ago -- RKFL). Following PacificWave's purchase of 75-90+% positions, both of those shells had share structures fairly similar to what post-reverse split ASNBD looks like now. It looks like both of those shells/RMs saw bid prices over $5 at some point.
Just based on a very quick, non-detailed look at those shells it looks like PacificWave was able to complete RM agreements that kept the immediate post-RM share structures relatively low (around 25-35M shares outstanding). In a lot of RM scenarios those share structures could have easily ballooned up to 150+M.
So perhaps that bodes well for this shell.