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Mostly automated.
Fully automated block lines take up about 30-40K square feet of interior space to produce @ 3K blocks per hour.
About all I can see that you are right about is the fact that I am correct that 13d-3 does not apply, that and the proper use of it's and its. On the latter, I claim the right to lay blame at the feet of autocorrect.
1. Section 403(b) only applies to directors and executive officers and despite the unproved allegations of TPS and your belief that drafting agreements = control, it would be 403(a) that would require listing of Rubicon, and its owners, IF the Series B shares were voting. They are not. These are audited statements. Beneficial Ownership of Equity disclosures are most certainly audited. Two separate audit firms have audited PXYN's statements. They both disagree with your conclusions. Either way, it is 13d-3 that would determine who get’s listed in the 10-K, and once again, it does not apply to Rubicon.
2. Your assertions regarding Evon Midei are specious. You asserted that he had no shares. Your assertion was false, as are so many of your claims. Just because an investor has to click the red colored "insider transactions" link at the top of the page does not mean that these reports are difficult to find. Every prudent investor seeks out information on insider sales. Each and every time I turn on CNBC, I can be assured that I will hear about one insider or another of some company selling and they will reference these reports.
3. You continue to misunderstand Rule 13d-3. 13d-3(b) does not cover schemes to evade the actual conditions of a security. The 4.9% on 61 days notice condition is a feature of the Series B stock. 13d-3(b) covers a scheme that serves to eliminate a holder’s right to vote and/or dispose of securities that, but for the scheme, would ordinarily subject that holder to 13d-3(a) and (c). For example, If I own 100,000,000 shares of PXYN common stock and then create a trust to give you my right to sell and/or vote my shares, I would still be subject to 13d-3(a) and (c) by virtue of 13d-3(b) and, obviously, a person who puts trust in persons he shouldn't. Holders of Series B cannot convert, on their own demand, any number of Series B shares that would exceed 4.9% of the total outstanding common shares on anything less than 61 days notice. Therefore, no holder of Series B stock is subject to 13d-3, solely, as a result of holding Series B stock.
4. Series D shares have the same restrictions on conversion and they need not be listed either, accept that Series D stock votes. That is why Andrew Do, Ben Birch, Betty Konecny and My Tu Do are listed in the 10-K. They collectively hold @ 34.6% of the voting rights of PXYN by virtue of their Series D Shares.
5. As described in the affidavit, Rubicon cannot convert beyond 4.9% until at least 61 days past the end of its waiver agreement which is in April of 2016. If Rubicon cannot waive, of its own accord, the 4.9% Series B restrictions on 61 days notice, it seems that this is likely to prevent the Series D holders from losing control of PXYN, at least until sometime in June of next year, as I understand the situation, unless there are terms that allow the agreement to terminate earlier than April. Giving Ed Kurtz all of their votes, if any, seems to confirm this.
6. Regardless of your assertions, PIPE security holders are not required file13D information statements or to be disclosed in a 10K by virtue of a PIPE. They might be for other reasons and if their securities, be they stocks or debentures or what have you, are registered, than they would need to be disclosed in a registration statement. See MedBox’s sale of debentures to Redwood Management LLC. While they are all over MedBox’s EDGAR filings, in the registration statements and their 8-K’s, they are not listed in MedBox’s 10-K despite the fact their shares can convert their debentures to more than 4.9% on 61 days notice. The restrictions in the debentures to less than 4.9% on less than 61 days notice removes them from such disclosure.
Funny that you cite Rule 13d-3. Sections 13(d) and (g) only apply to companies registered under Section 12. Praxsyn isn't registered under Section 12. Praxsyn is not subject to anything in Section 13 past 13(a). This exempts them from Section 14 and 16 as well. No Forms 3, 4, and 5 and no 14A and 14C proxy statements required.
"Rubicon does hold a deminimis number Praxsyn Series C Convertible Preferred Stock shares and a significant number of Praxsyn Series B Convertible Preferred Stock (“Series B”) shares. The Series B shares have no voting rights in regard to any matters put before the common shareholders of Praxsyn. The Series B shares are convertible, conceivably and over time, to a very large portion, however, they are restricted from conversion beyond 4.9% of the outstanding shares of Praxsyn.
Furthermore, Rubicon has waived all of its right to accelerate conversion of its Series B shares beyond beyond 4.9% until at least April 17, 2016 and assigned any and all voting rights it might have as a result of any conversion of Series B shares under an Amended Voting and Waiver of Conversion Rights Agreement to the current president of Praxsyn."
Grammatical points are lost for saying, "beyond beyond."
You don't disclose proxy agreements on non-voting shares. There are no voting rights unless the shares are converted and at least 160,000,000 (which they did disclose) can't be converted until April of 2016 by this reading. (The disclosures state April 1, 2016 (a typo?))
Since you're quoting 13d-3(1)(i) states, in part:
A person shall be deemed to be the beneficial owner of a security, subject to the provisions of paragraph (b) of this rule, if that person has the right to acquire beneficial ownership of such security, as defined in Rule 13d-3(a) (§ 240.13d-3(a)) within sixty days.
By the clear reading of the Designation of Series B Stock, Section 5.06, Series B Stock can't be converted past 4.9% in under sixty-one days. So even if it were a 12(g) filer, Rubicon still wouldn't be subject to 13(d) reporting by virtue of Series B Stock. However, since they also waived their right to accelerate, they can't even conceivably be categorized as subject to 13(d) were Praxsyn a 12(g) filer. But they aren't so your whole point is moot.
Series B designation
Also Evon Midei posted the following Form 3 (voluntarily as they are not a 12(g) filer) on 6/01/2013. It stated he had 13,997 Series B shares.
Midei Form 3
Nobody.
That is the problem. PXYN is not forthcoming about its plans. Losing TPS, not losing TPS, Hiring an internal marketing staff. Finding a different sales rep management company. All are good plans. Maybe bailing on Work Comp is a good plan.
What I want is a statement and explanation of the plan.
Missing the BIG PICTURE!
NHS was hired for billing AND, as a rep group, only for PPO!
Workers Compensation (WC) is a completely different business line. They are doing a poor job of communicating this fact.
The public needs to know if TPS and Garbino are gone, still in negotiations, have been replaced or whatever.
I demonstrated the following facts in a post yesterday, however, to recap:
Under WC, the front-end costs were 80% for their lenders and 13% for TPS or 93% of gross WC sales.
Under PPO, they are 55% for NHS reps and 9% for NHS collections and adjudications or 64% of gross PPO sales.
Therefore, for every $1,000,000 in WC, all PXYN gets, before operational costs and the costs of manufacture (Margin Before Costs), is 7%, or $70,000.
For every $1,000,000 in PPO, the Margin Before Costs is 36%, or $360,000.
Now the last time I checked, that’s 514% better.
If PPO can do $12,000,000 a quarter (Profit Before Costs=$4,320,000.00) and WC can do $22,895,889 a quarter (Profit Before Costs=$1,602,712.23, they made almost double that in Q3 because they hadn’t sold everything at produced before 9/30 to their lenders at 9/30), than this business is unstoppable. If WC is gone and PPO is the wave of the future, then it might not matter anyways, but I still want to know if WC is gone, steady, decreasing or increasing. $4.3M+$1.6M is better than $4.3M alone.
Well:
"So... IMO if negotiations have ceased, they need to publish an 8K letting us know expectations have changed. IMO a collapse in negotiations with TPS as their historically sole source of revenue is a material event. Otherwise, we should continue assuming they're still working out a new deal."
Stating that they have not renewed the contract is a material event. No 8-K would be due if they don't get another one, but a note as to what they are doing to replace any lost sales from TPS's departure would be material.
The thing is, TPS is a marketing company. Sales reps. They are easily replaced. A compounding pharmacy that can ship hundreds of scripts a day is not. It would be prudent for them to give guidance on their plans one way or another.
I have no crystal ball and can't tell you why the stock is floundering, but here are a few possibilities to consider:
1. Waiting for the 10-K. This one is obvious. How big is the annual loss? Did they have an annual loss? I think a back of the napkin analysis, assuming sales on an All Things Being Equal (ATBE) Q4 to Q3 will show a profit of about $2,100,000.
-$12,343,623 Loss through Q3:
$11,391,301 Return of TPS Shares:
$3,061,752 Income from sales (ATBE)
$2,109,430 Net Income 2104
Note that they showed a profit of $449,701 after stock based (TPS) selling expenses of $ $2,612,051; All 166,000,000 shares that were returned were issued and out at the end of Q3 so there should be no stock based selling expenses, so an ATBE Q4 would show a profit of $3,061,752 assuming no loss (or gain) of sales over Q3.
That all said, it would be nice if we had some guidance from the Company regarding these issues, but, with the 10-K close, I understand their reticence to post unaudited results of operations.
2. Loss of sales from TPS. I think a lot of people are worried about the potential loss of sales in workers compensation because TPS is no longer marketing Mesa compounds. I think its balderdash. Manufacturers reps are a dime a dozen. However, the Company has failed to address this. Do they have new relationships? Has someone replaced TPS? Why did TPS return their stock? These questions are unanswered and they need to be.
3. Taxes. April 15 is right around the corner and some people need cash to pay the G. I do. I just don’t want to sell into this market to get it so I’m working other angles. Others may consider their PXYN shares to be less important than others. However, those bullish with cash to spare are wise to let the sellers come to them. Why buy $0.050 when you can buy at $0.035?
4. Listening to the endless negativity of a few people here with an axe to grind.
Your “analysis” of PXYN’s 10-Q and its revenue recognition policies are at best, misguided.
Past may very well be prologue and PXYN may be saddled with a discount to Gross Revenues in regards to its PPO business, but this will most probably not be known until the Q1 10-Q as it is my understanding that this business line started in January of 2015 and will therefore not be reported on their Form 10-K.
PXYN’s press release regarding February Gross Revenues of $4,000,000 is not misleading, at least not in the way you read it.
The following simple primer on the claims adjudication process will help those unfamiliar with it:
Adjudication
Now, back to your “analysis.” The historical Revenue Recognition Discount of roughly 53% applies to the Gross Revenues generated by the Workers Compensation (“WC”) business. This is because, historically, PXYN collected approximately 47% of the amount billed from the employers it billed (or, more likely, their insurers). There is a reason for this. WC is an adversarial process. Workers see a doctor, employers are billed, employers may dispute the injury or the treatment, a lien hearing may enter the picture, and an administrative law judge may reject or reduce the claim. The entire process can drag on for years. This is why PXYN must finance their WC receivables at 20% of face. If I, as a lender, am only going to collect 47%, then I’m only advancing you half that or less. I don’t have time to go back over PXYN’s 10-Q right now, but I remember that they get more money if the claims collect well, but that probably won’t happen for another year on claims submitted last March, if at all.
PPO is entirely different. A patient sees his/her regular physician, the doctor calls, faxes or otherwise delivers the prescription to PXYN, NHS, their billing company submits it to the PPO and the PPO rejects the claim, approves it at the full billed amount or approves it at a discounted amount and must state the reasons why if it rejects the claim or approves a lesser amount. The amount paid, per the primer is the “Approved Amount,” or as PXYN worded it, “final committed amounts in excess of $4 million for approved preferred provider organization (PPO) claims.”
What this means, for the slow, is that what PXYN and NHS have submitted to PPO’s for payment, and what they have agreed to pay, is in excess of $4,000,000. This is Gross Revenues of $4,000,000.
The following is helpful for readers without an agenda:
Revenues
Where their wording fails is in the quote provided by Ed Kurtz. He states, "The benefit of PPO is that every claim is approved at the billed amount and at the point of service.” It should read, "The benefit of PPO is that every claim is approved or rejected at the point of service and every approved claim is paid at the approved amount within 60-90 days.” Hopefully PXYN will clarify this in a correction.
If the auditor were to apply the historical 53% discount to these sales, then the top of their income statement would look like this:
Gross Revenues (shown in notes, not in statement): $4,000,000
Net Revenues (Actual top line): $1,880,000
Cost of Sales (Estimate based on previous 10-Q): $ 261,687
Gross Profit: $1,618,313
Operating Expenses:
Selling and marketing - non stock-based: $2,200,000
Income (loss) ($ 581,687)
However, this is insane. Auditors don’t apply two-year collection discounts to amounts approved and paid in ninety days or less. They apply them when history shows that the claims don’t get paid at face. The auditor will know exactly what claims were paid and apply these performance criteria to determine a discount, if any. PXYN’s PR states clearly that they are self-funding these sales. That means they will most likely not take a discount, or if they do, it won’t be anywhere near 55%.
This is the more likely scenario is as follows:
Net Revenues (Actual top line): $4,000,000
Cost of Sales (Estimate based on previous 10-Q): $ 452,487
Gross Profit: $3,547,513
Operating Expenses:
Selling and marketing - non stock-based: $2,200,000
Income (loss) $1,347,513
Now, this is only for February and only for PPO. Their WC business, if any, would still receive the 55% discount and the Statement of Operations would show Income that reflects both lines, but they were not losing money on that business in September. This MASSIVELY improves the situation.
Well, I understand what you are saying, however, the consent action was taken by vote of the majority holders and was stayed until notice was given, at least five days after the vote in late October. This is a common practice. You vote, but effectiveness is not taken until notice is given, giving the other shareholders time to run to court to stop it. That way, you can accomplish the two notices with one. People deliver their proxy, notice is given stating an effective date after the proxies are handed to the Company, the Company waits five days and the vote is effective, both notices given at once, both before and after the vote. The Company then waited an additional fifty or more days before filing in Nevada and posted multiple 8-K's.
This satisfied FINRA and, once again, I assure you, they are far, far, far more finicky then you.
PDC was the Original Holder from the 2013 purchase of Mesa. They were issued in 2013 and distributed to the former PDC shareholders in exchange for their PDC shares. They are the "Subsequent Holders."
They vote whether common or Series D.
To recap
Initial Issue: PDC, Inc.
Subsequent Holder: PDC shareholders.
PDC shareholders control PXYN after merger (TPS returning shares effects this).
The Series D Convertible Preferred Shares have one vote for every share they are convertible into. There were 500,000 shares issued and they are convertible into 500,000,000 common shares.
Read Exhibit 10.2 to the 8-K filed on January 7, 2014.
Certificate of Designation of SERIES D CONVERTIBLE PREFERRED STOCK
Yes. PXYN did a mailer on November 7, 2014 to ALL the shareholders, either directly, through Broadridge, its legally appointed transfer agent, or through Broadridge to the brokers who delivered it to the shareholders. They noticed them through an 8-K and did not effectuate the transaction until December, far, far past the 5 day minimum period.
The shareholders were able to do this as they received 500,000,000 votes under the PAWS/PDC deal. They also got the votes of other PXYN shareholders. Far more than needed and the 5 day period was observed.
It read:
NOTICE OF INFORMAL ACTION BY THE SHAREHOLDERS OF PRAXSYN CORPORATION
November 3, 2014
Dear Shareholder:
In accordance with Section 7.10 of the Illinois Corporation Act of 1983 (the "Act"), notice is
hereby given to all of the shareholders of Praxsyn Corporation, an Illinois corporation
("Company"), that the majority of the shareholders, in accordance with the Articles of
Incorporation and the Act, took the following actions without a meeting, and without a vote, with
respect to the following actions:
• The officers of the Company are authorized to change the Company's domicile from
Illinois to Nevada by: a) filing a Certificate of Domestication in Nevada, along with refiling
the articles of incorporation and redrafting the bylaws to be in accordance with the Nevada
corporate law; and b) filing for the dissolution of the Illinois entity with the Illinois
Secretary of State, which shall include, amongst other items, the filing of the dissolution
documentation and the final tax return for the Illinois entity; and
• Edward Kurtz, John Garbino, Evon L. Midei, Jonathan Renkas, M.D., and Kelly Reynolds
shall serve as members of the board of directors, and Mr. Kurtz shall also serve as the
Chairman of the Board, until their successors are duly elected and qualified, or unless
sooner displaced.
On behalf of the board of directors and the officers of the Company, we thank you for your continued support.
Sincerely,
Edward Kurtz, Chief Executive Officer anctChairman
of the Board of Directors
Furthermore, I'm not telling you that there aren't any lowlife promoters dumping shares into the market. I'm not telling you that insiders aren't selling stock or that shorters aren't shorting. I have no idea.
What I believe is that management is doing everything that they can to increase shareholder value within the bounds of the law and their ability.
I believe that the PPO business is better than the Workers Compensation business. I believe that not selling your receivables for $0.20 on the dollar is WAY better than doing so. I believe that shareholders should give them more time to work through the past five years of losses and debts and allow them the room to grow and diversify their businesses. I believe that they have competent counsel that understands the complexities of Illinois, Nevada and California law. I believe that FINRA can take care of itself and I don't believe that the SEC gives a tinker's cuss about Voluntary Filers.
I'm telling you that PXYN sent out the notices that are required under Illinois law, not any required under Rule 14. They are not subject to Rule 14 as PXYN, as you so clearly and repeatedly noted, is a VOLUNTARY FILER. Only companies subject to Section 13 or 15(d) are required to file 14A's and 14C's.
Broadridge sent shareholders a notice of the meeting as required by Illinois law and I received mine through E*Trade on November 7, 2014 and another in the mail from Broadridge directly as I have shares that are in my name and undeposited. PXYN then filed an 8-K. This is the total of all required actions under Illinois law.
They then waited for more than the required five days after noticing the shareholders to consummate the move to Nevada. End of story.
Rhenarium,
Also note the following:
From the Agreement and Plan of Merger posted in the Original 8-K on3/26/2014:
ARTICLE II. EFFECT OF THE MERGER ON CAPITAL STOCK
Section 2.01 (c) Each Company convertible promissory note (“Notes”) shall be exchanged for a like Parent convertible promissory note, convertible into shares of Parent Series D Preferred Stock on the terms in Section 2.01(a) into one (1) share of Parent Series D Preferred Stock for each One Hundred Dollars ($100.00) of principal and interest converted in accordance with the terms of the Notes. All such Notes, when so exchanged, will no longer be outstanding and will be automatically cancelled, retired and cease to exist.
I believe that Series D converts 1,000:1 and that there was, at December 31, 2013, $3,796,875 in Convertible Notes according to the balance sheet in Exhibit 99.1.
This means there may be @ 37,969 new Series D shares for @ $3,796,875 in Convertible Notes converting to @ 37,969,000 shares total, not, "another few hundred million."
Rhenarium,
Please note the following from Page 8 - Exhibit 99.1
Under Revenue Recognition
December 31, 2013 Gross billing Revenue was $15,551,345 and after estimated contractual
and other adjustments of $8,562,809, Net billing revenue was $6,988,536
Oh. So if Manta says it, it must be true. Sorry but Manta.com has no way of knowing what this private company's balance sheet, income statements or tax returns look like. They call companies and ask them what their employee totals are, look up their SIC codes and speculate on their income unless the company actually tells them what those numbers are. The age of the data is indeterminate and the year 2013 isn't even complete so the absolute best they can project is for 2012.
The real data is what their PCAOB audit will state when published (if it is ever published, as it must be if they complete this deal). That's when we will all know what is what.
I'm not trying to flame you, but what you are engaged in is idle speculation based on a less than reliable source (Manta.com). You state categorically that they are engaged in fraud, but I have seen no statement that says they have generated $50M in revenues, only that they hope to. I have seen statements that PAWS is claiming that Mesa claims $3.6M in revenue in November. This is not fraud. Now, if it turns out that they did not do $3.6M in November, that might very well be fraud, but to categorically call it such is defamatory and premature. Especially as you have no actual evidence, only extrapolations from old data (if it is data) from Manta.com.
http://www.manta.com/coms2/page_faq
Where does Manta get its company data? (collapse)
The basic company information on Manta is collected by third-party publishers through multiple sources, including public company financials and trade records; public records such as business registrations and government registries, and direct phone calls to businesses. When a company profile shows it has been "updated by" a Manta member, the data has been provided by a representative of the company.
I understand that its 350,000,000 now, but it also says management voted to move it to 1.1 billion and simply failed to get a shareholder vote. They have to raise it to give the preferred holders their shares (series B and D) and they need a vote to change the name. So a vote to increase is as good as done.
That said, who cares? Preferred holders can't convert all at once, it's not in their own interest. I am just calculating EPS on a maximum theoretical number and it is still close to 1:1 even if it goes back to 1.1B and it all gets converted.
You have tax records?
Well, that's because there is NO proof. They claim they are conducting an audit, has to be a PCAOB audit. The proof will be in the pudding (the audit) or it won't be and the CEO's goose will be cooked.
You could be right, there could be a massive dump from on high, there could be little gains for the small shareholders.
All those things are potentialities, but if Mesa can maintain the sales they claim for Oct. & Nov., then approaching $50M is not out of the range of possibilities. What that will that mean for the stock price, on a fully diluted basis is impossible to say, however I believe that they stated that these are high margin products, What's a high margin product?
According to the WHO, typical drug company profit margins are 30%.
http://www.who.int/trade/glossary/story073/en/
If they can do $50M at a 30% margin, that would be $15M in profits. Even at 1.1 billion shares outstanding, that's $0.0136 EPS. Whats the right P/E for a drug company? 5? 10?
I'm not accusing you of bashing. I only wish to make certain that people don't see these products as something you can just pick up anywhere. These are prescription medications compounded for managing pain without narcotics. Overuse of opiates is a real problem. Stock price targets are almost always a pipe dream, but I believe that these medicines help people. I am not recommending that anyone buy any stock, or sell any stock.
Sorry. "Any Dollar store"
These are not things you can buy at ant dollar store.
http://www.pccarx.com/what-is-compounding/specialty-compounding/pain-management-compounding
RichAndPoor,
If you read the Attorney Letter with Respect to Current Information issued June 21, 2011, in the fourth paragraph from the end, beginning with the words, "The Issuer's transfer agent....," you will clearly see that the attorney verified the outstanding shares as of three days ago.
This number has not changed since December 31, 2009. If you read the disclosures in greater detail, no common shares have been issued in the last two years, at least, not before June 21, 2011. Even if the Company had gone on an issuance binge in the last two days, there is simply no realistic way I can see for any of those theoretical new shares to have been deposited and made able to trade today.
The selling volume must therefore, IMHO, be shorting market makers and/or legitimate shareholders within the 383,691,298 float, selling their stock. On the other hand, since this stock traded at .0005 within the last few months, selling stock bought at .0005 for .0027 would be somewhat understandable.
That said, a lot of stock has been bought recently between .001 to .0032 (more and more above .002) and the floor may be resetting somewhat. This stock has traded almost 136M shares since May 11, 2011 and it keeps going up. One third of the float, bought and sold and still moving up. 56 M more and half the float will have changed hands at higher prices.
Think about it.
In general, If the nominal value of preferred stock issued in consideration of an acquisition equals say, $20,000,000 and the liabilities that are consolidated equal $11,000,000, then the increase in equity is $9,000,000.
I am not saying that those are the numbers in their deal, but this is accounting according to GAAP.
This is the reason there are @ $1,900,000 in goodwill on the books of A**T. The assets acquired were less than the purchase price. The difference is goodwill. This is not a bad thing, goodwill is an asset. The majority of CocaCola's assets are goodwill.
It was said because a poster said that they claimed "unproved" reserves which is a distortion of what was said.
I went into detail because others have implied some sort of liability for what MEDT published and I'm tired of defending fact. The fact is that only reporting companies are subject to Regulation S-X and non-reporting ones are not. They could have claimed "proved" because they aren't reporting. They chose to use the standards the SEC applies to reporting companies when they did not have to.
No sir, you could not be more wrong.
When two or more people agree to buy shares of a company such that they collectively control more than that percentage of shares necessary to control that company (which the SEC considers to be more than 10% of the outstanding shares of that company), they are acting in concert in violation of law, regardless of the status of their incorporation, organization or lack thereof. Are gangs incorporated?
Once you sit down with one or more people and say, "Hey, lets buy up x% of y company," and x% is more than 10% (5% if its reporting), you have probably broken the law. When you're up to 51%, there is no longer a question. When you try to get other people to buy or not sell, wow! What other plausible construction that you are the leader of a group of investors who act in concert could possibly exist as regards the following?
In post 11182 on that other company's board, you stated, in relevant part:
"...am buying heavily daily & Sky & Company adds about a minimum of 1/2 million shares a week & we do already hold over 60+M shares of this float .... This will be over $4 by year end in total value."
In response to a person who stated, "It might be closer to 65 maybe 70M Held by that company we love so dear," you stated in post 11314, in relevant part:
"... that probably closer to 70M is quite correct ... Sky & Company's mission is Mike Head's vision... Sky"
The reason I am so strident is that you put my investments in both these companies at risk. If you haven't noticed, the SEC, FINRA and the DTC have a hard on for non-reporting companies. Any straw they can grab on to is enough. Don't give them anymore straws. I don't think you are evil, but you aren't helping. Please let me stop.
Sorry it's taken so long and there is so much to read here, but your post needed a real rebuttal. Who said they were unproven? They said "proved undeveloped."
If Forward opened the wells, spent money reconditioning them and they have conducted tests and produced some oil during testing, then the reserves they claim are "proved undeveloped" at a minimum if they can present a reasonable foundation upon which they base their "expectations", they might even meet the definition of "proved".
If Forward hasn't reopened the wells, conducted tests or produced any oil, then MEDT may have a problem, but maybe not, since everything MEDT said is qualified pretty heavily, Forward on the other hand would have a REALLY big problem. However, according to some of the negative posters here (I haven't contacted them myself) the State of Montana confirms that Forward has produced some oil, and some oil, even one barrel, is enough to give someone an "expectation," so the potential for MEDT to have a problem is moot, although that might not be enough for Forward, depending on their deal with MEDT.
All MEDT needs to do to avoid any problem is show that Forward had an "expectation" and they believed them. MEDT isn't even reporting, so these rules don't apply. Its more like, what do they "feel" they can expect. They don't need to prove anything to make the statements they have made. The simple fact that they aren't claiming "proved" and aren't putting out a series of PR's is enough, for me, to indicate that MEDT is conservative in the extreme. If this is a pump, why aren't there more PR's? Why are the PR's they put out so extremely restrained? They have millions of shares of A**T and they can probably pay for everything needed. Why do they condition everything on raising capital and on starting production?
I don't state my opinions as facts. If it's an opinion, I will state it as such. Here's an example. I believe that certain affiliates of that other company are manipulating the market. That's an opinion. My issue with these people come from their own statements here and on the board you moderate, where price target speculation, promotive language and claims to control of 70% of all of the outstanding shares have occurred within single posts. The saddest part is that I don't believe that these people even know that trying to "control the box" is market manipulation. In reporting companies, once you go over 5%, you have to report all your buys and sells for this very reason. There isn't even a question if a group of people get together to buy up 70% of the public float, it isn't public anymore; they own the company and they are affiliates. Affiliates, running around telling people to buy stock and that the stock is going to $4.00 is beyond the pale.
For the record, I never thought it was a good idea for people to run up MEDT on the basis of those PR's. I'm waiting for their next disclosure. By then we will all know if Forward can supply MEDT with the information necessary to make definitive statements, kill the deal, or let shareholders know what more they are looking for before they can make any definitive statements. Until they say, on an unqualified basis, or at least a much less qualified basis, that they have everything in order to make definitive, or mostly definitive statements, (ones that could really get MEDT in trouble, if false) I don't think anyone should rush out and buy MEDT.
This all said, I can't wait until Ari gives back2basics some answers to his questions. They are sane, relevant and need answers.
However, in response to your last post. What has POPT got to do with MEDT? Ari bass came in to clean up the mess some other party made, just like he did for MEDT, and he may be having trouble doing it, or he may have other reasons for not paying PinkSheets their blood money, or he might be waiting until he has something to say, or waiting until he's done fixing MEDT, or maybe he just doesn't want to for some other reason. MEDT is current since Ari took over from Wilson and their disclosures are perfect, concise, easy to read and thoroughly understandable.
Are A**T's? How many shares of preferred stock does management own? What are the terms? How many shares do they convert to? How many votes do they have? Are all of their transactions arm's length? What did they actually pay for "MFWT"? I mean I know they wrote a note, but for how much and to whom? It's not in there. Wouldn't you like to know how far you can get diluted? Go read post 14580 on your board! LMFAO! They publicly stated that one of their new board members is their because he, "...has familiarity with historical transactions of ABOL." What do you think that means? "Management intends to audit all transactions from the Anything Brands past two years, as well as all promised dividends and spin-offs. We are conducting a full audit and accounting of these transactions for the sake and protection of all shareholders and the company itself." If they are so transparent why do they need to do this?
One note of caution, I think Mike Head is basically a decent guy, who knows the logistics business inside and out, (though he needs help in other areas), who, like Ari (He graduated from NYU and Vanderbilt University Law School with a Juris Doctorate), has been handed a colossal mess that needs to be cleaned up, and I think he will do it. Its just really amazing that all of you are willing to give Mike Head massive benefits of the doubt, but Ari gets none. If Ari is such a scumbag, why doesn't he just dump the A**T shares and pay himself a big salary for the next few years, instead of trying to find new lines of business?
Of course, if he's issuing himself tons of new shares and illegally selling them that's another story altogether. Ari should answer whether or not they issued any new free trading shares, or any shares other than the Forward shares (which are restricted per Rule 144) after December 31, 2009. If they haven't, then everything you speculate about his motives being a pump and dump are absolute garbage. investors@medtcorp.com. This is a question we should all be asking.
For your education:
From Rule 4-10 of Regulation S-X:
Proved oil and gas reserves. Proved oil and gas reserves are the estimated quantities of crude oil, natural gas, and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, i.e., prices and costs as of the date the estimate is made. Prices include consideration of changes in existing prices provided only by contractual arrangements, but not on escalations based upon future conditions.
Reservoirs are considered proved if economic producibility is supported by either actual production or conclusive formation test. The area of a reservoir considered proved includes (A) that portion delineated by drilling and defined by gas-oil and/or oil-water contacts, if any, and (B) the immediately adjoining portions not yet drilled, but which can be reasonably judged as economically productive on the basis of available geological and engineering data. In the absence of information on fluid contacts, the lowest known structural occurrence of hydrocarbons controls the lower proved limit of the reservoir.
Reserves which can be produced economically through application of improved recovery techniques (such as fluid injection) are included in the proved classification when successful testing by a pilot project, or the operation of an installed program in the reservoir, provides support for the engineering analysis on which the project or program was based.
Estimates of proved reserves do not include the following: (A) Oil that may become available from known reservoirs but is classified separately as indicated additional reserves; (B) crude oil, natural gas, and natural gas liquids, the recovery of which is subject to reasonable doubt because of uncertainty as to geology, reservoir characteristics, or economic factors; (C) crude oil, natural gas, and natural gas liquids, that may occur in undrilled prospects; and (D) crude oil, natural gas, and natural gas liquids, that may be recovered from oil shales, coal, gilsonite and other such sources.
Proved undeveloped reserves. Proved undeveloped oil and gas reserves are reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage shall be limited to those drilling units offsetting productive units that are reasonably certain of production when drilled. Proved reserves for other undrilled units can be claimed only where it can be demonstrated with certainty that there is continuity of production from the existing productive formation. Under no circumstances should estimates for proved undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual tests in the area and in the same reservoir.
What? Not Ari or Mike. These men aren't buying and selling this stock or the other one. Its people who post here and there that claim to own the majority of the float and tell people prices are going to one point or another.
10% or more. Alone or in a "Company" or the ability to influence the policies of management.
Once you have the float, you are an affiliate. You are the same as the company in the eyes of the law and your actions are answerable by the company. You are also limited to sales of 1% of the outstanding shares every three months.
I couldn't agree with you more.
I hope you do. I want all of those questions answered and if you think I'm negative about those others, watch what I say when those questions don't get answered, if asked, in a manner I consider sufficient.
I hold everyone to the same standards of fair play. Ari Bass and the Beeman boys included. I just am not very worried about Ari, because he answered every question I asked without delay, (though none could be considered material, I was asking about the guy who called him).
Good luck with your questions. I will be watching for the followup.
Wow! A**T was absolutely worthless at the time of the deal. There was no Mike Head. They traded next to nothing until they did the deal. There wouldn't be a Mike Head in the deal if they hadn't done the deal. Go check the volume in your deal before and after.
You are dead accurate on about Rick Wilson.
And so what, the deal is done, it isn't going to be cancelled and that's the end of that.
Absolutely, and I have never sued anyone in my life (though there's always a first time) and I don't want to do anything to hurt MEDT or A**T, but this garbage has got to stop. This plainly stated plan to buy up the vast majority of the float of A**T has to end and the apparent attempts to do the same to MEDT need to stop.
It won't take years, and lots of others will join. The preponderance of evidence necessary is all here on the board and in the trading records. More importantly, I am not suggesting suing A**T. I am suggesting suing the people who are running the pump and dump. A**T is just as much a victim of this as I am and as you are.
Thanks for your concern, but I think I have a better idea. I think its called a shareholder derivative lawsuit.
What are my intentions? To expose the rampant market manipulation being carried out by certain parties who are affiliates of A**T. Isn't it funny that the minute I said I would sell, they started dumping MEDT?
Are you blind? Or just delusional? Did you buy into their pump.
Once more, I don't recommend that anyone buy or sell any of these stocks. Those are personal decisions to be made based on your own due diligence, but what I don't like is that fraudulent statements, distortions and speculation are disguised as due diligence by people who have admitted that they are trying to create the possibility of "trips".
They've had two PR's. They had to put them out. A letter of intent is a material event. A completed acquisition is a material event.
They distorted nothing. They qualified every statement, unlike some other companies I know. They have disclosures due in weeks.
You just don't like MEDT because they own a ton of A**T.