IMHO “where we are” summary with GRPS.
First the harsh reality (to the best of my knowledge):

1) They are a triple zero stock that haven’t filed a financial report or PR in about 2 years.

2) They have zero assets. No cash and no intellectual property. All those great products you see on the website are not owned by GRPS. The rights were leased until GRPS ran out of money.

3) There is no manufacturing facility and the research facility is not owned by GRPS. It is owned by Composite Pacifico.


The good:

1) The CEO has never stopped trying in the last 2 years to obtain funding. CEO quote: “still in the game and working to make this company viable.”

2) GRPS still has the right to lease/purchase the IP. This includes 3 patents and 1 patent pending.

3) CEO is currently working with Composite Pacifico to produce panels for a composite house demo in Panama.

4) CEO is actively trying to bring financials up to date.

5) If successful obtaining a contract with Panama, CEO plans to: “reacquire the rights to the patents and begin marketing our company and technology, once again.”

6) I like the CEO. I don’t think this is a scam. I think the CEO has been trying to make the company viable.

Again IMHO and to best of my knowledge.
-Y

Last time I heard A/S~O/S~1B shares. But that was from an email December 2012.

-Y

An explanation to the word "careful" in my post.

I used this word "careful" as to say email was more business like than usual and nothing to do with insider info. I really haven't read any insider info (as I understand it) in my other emails recieved by CEO.

CEO doesn't answer about half my emails. And seems he usually doesn't respond when there is no update.

I am not the only one who received the shareholder letter.

-Y

Here is the email.

I usually don't like posting the emails, but since this one seemed to be carefully written, like he knew it would be posted, here you go.
-Y

From jrojr@usa.net:
Dear ... for purposes of clarification and illumination, please see the
shareholder letter attached. The house that is being built is an approximate
700 sq.ft. house. As you read the attached letter what I am about to tell you
will become more clear. Panama Pacifico needs 500 low income houses per year
(700 sq.ft. +/-) plus they would like high end housing similar to the photo on
the web site; size and style have yet to be determined. This is a baby steps
process.

My email to CEO:

Mr. Ohlin,

Thanks for the email a couple of months ago. The house that you are building is it comparable to the one on the bottom of the home page on the Composite Pacifico's website? It looks like what you may be describing.

I was hoping you could let me know how it was going with the construction of the composite house. And yes there looks like there are a few long time investors still with GRPS. Like me for almost 2.5 years.

Hope things are well with you. Good luck and Happy New Year.

The email I use to communicate with the CEO is: jrojr@usa.net

Though I have successfully received comm from the on the atpanels.com website as well.

Please email him.

-Y

URL for Composite Pacifico that CEO refers to.

http://compacmfg.com/index.html

Received an email from CEO last night.

This email was more legal sounding than usual. He attached a shareholder letter which I pasted below.

-Y

Dear Shareholder, My Company, AeroQuest, acquired GRPS through a reverse merger. Once we obtained enough funding it was my intention to change the name of GRPS to AeroQuest and begin manufacturing products based on Composite Pacifico’s (CP) patents, a firm whose principal I have known for many years, much of it in the development of the technology. AeroQuest had an Agreement to do so as well as a debt that is owed to CP. We had two years (after the GRPS acquisition) to pay the debt and during that time we had the exclusive North American rights to manufacture and distribute products that CP owned patents for.
We were never successful in raising enough capital to maintain our rights and were never able to pay off the debt to CP. At that time, and through to today, CP was only doing design and engineering work (along with some prototyping) in the composites field. We had hoped to raise enough capital that we could do the manufacturing for CP and they could remain a design/engineering firm.
That is changing. They have decided that they needed to manufacture and are in the process of setting up a manufacturing operation in Panama in an enterprise zone named Panama Pacifico (you can Google this) which is the old Howard air force base. They were able to raise the capital they needed to get started and have leased a 25,000 sq.ft. manufacturing space, have purchased the necessary equipment and the manufacturing facility is being set up as we speak.
CP plans to build panalized housing of composite materials to sell throughout central and South America. Panama Pacifico itself needs 500 housing units per year and CP has interest from a ½ dozen other countries/entities to do the same.
This bodes well for us. One of the problems we had was that we didn’t have product that someone could touch or feel or see in action. Our products were ideas and technology and although we did manufacture some very nice prototypes, and engineered and designed product and the manufacturing process for one large company, we had no track record.
Now that CP will be able to manufacture, we will be able to piggy back onto that success as the principal of CP has assured me that he will once again grant us the North American rights to their products/patents if we can pay off the debt. By being able to show products that are in use and being able to quantify the results/benefits of the materials, we should be able to reinvigorate the stock and take it to wherever the market will take it.
Based on my discussions with the principal at CP they should be up and running in the second quarter of this year. To be able to have any building material used in Panama that material must be certified by the University of Panama. They (CP) are building prototype panels and deliver them to the university by the end of February. It is anticipated that the University will be done with their testing 6-8 weeks after receipt of the test panels. If they don’t run into manana’ issues with the University, that testing should be done by the end of May and they will begin fulfilling orders that are waiting on the manufacturing facilities start up.
I have expended all of the funds I have (over $3,000,000) in the effort to get this business off the ground over the years and I am trying to raise $60K which is needed to get caught up with FINRA and get the skull and cross bones off our symbol; we ran out of money two years ago which has caused us to not be able to keep current with FINRA, thus the skull and cross bones. As I have already tapped the “friends and family” group over the years, this has proven more difficult. However, once CP is up and running and I can show photos of the manufacturing facility and end product in use I think that will become easier. My goal is to get current with FINRA by the time CP goes into production. This will allow us to reacquire the rights to the patents and begin marketing our company and technology, once again.
I don’t want to blow smoke where it doesn’t belong but one of the things that has kept me going is that I have an in with Walmart and last year they made a commitment to make all of their buildings “green” with among other things, solar generated electricity. They own a lot of roof space around the world. One of CP’s patents pending is for a “solar roof” and CP will be happy to build them for us if/when we can get a few buildings from Walmart to convert to solar.
So, I am still in the game and working to make this company viable. I feel a responsibility to the shareholders of GRPS and hope that I can pull this together. I cannot tell or suggest to anyone what to do with their shares in GRPS, but I am still working hard to make every investor glad that they bought. If you know of anyone who might be interested in a direct investment in GRPS, I would be pleased to speak with them.
With kind regards,
John Ohlin, President/CEO

I don't see any evidence of a production facility. They were trying to get funding for that. They do have a research facility. That is where they are making the panels for the composite house that they are shipping to Panama for review.

There was some PR about one sales person, but that was a long time ago. So I assume he is no longer affiliated with the company.

They tried to get funding for years. CEO says there were some offers but GRPS would have to make unreasonable concessions so funding never went forward until recently. And this funding was specified as a small, private placement.

-Y

I have recieved 14 emails from the CEO in the last 2.5 years. Though only 3 in the last year.

Most of the emails he discusses meeting with prospective investors, though they never pan out.

I will post a summary of the emails soon.

-Y

I did get an email from the CEO late last October.

He said they got a private placement outside of GRPS which they are using to make panels for a single family home. They will be shipped to Panama and assembled there. They will be ready "in a month or so." So they should be ready around now. He says there is a potential of orders in Central America.

As for GRPS he said, "perhaps we can re-ignite GRPS".

I usually try to email him every 3-4 months.

-Y

From what I can figure out here is what happen to FirstGold.

I was a long time investor with FirstGold. Which of course immediately tells you how good of an investor I am… They knew the pits were worth mining but to start up cheaper they would reprocess the heaps first. Usually that is foolish due to poor yields. But the CEO got financing since the previous mine owner left an abundant of larger rocks well beyond the efficient size for leaching. These would be reground and leached. Thus the mine would be up and running quickly and cheaply. Once money is in their pocket they would extend the mine into the pits and then continue exploring for more resources.

Sound pretty good? Enough to get good financing. And after a very nice looking processing plant and hiring, what seemed to be all the right people, they suckered in investors like me.

Well, the delays to production were incredibly long and costly. Then when finally in production the yields were terrible and rate the ore was being processed was very low. One of the FG managers let the financers know and they pulled the plug.

It seemed there was good reason the former owners left large rocks unprocessed. From what I gathered they were too hard to grind so a negative return. So they left that ore not fully processed. But FG ground them and only processed the ore at a daily production rate of less than 25% of what was promised. Then one of the FG IHUB mention they were not filtering the ore fines from the heap, which would yield nothing. Thus lowering yield but I guess it made their daily production higher.

Then there was a change in CEO and he got some more funding to keep alive for a little longer while trying to get more financing so they could go mine the pits. He did successfully get the financing with a Chinese firm. But you probably know the story how that went.

Y

compacmfg.com website looks different since I last looked. Does anyone know how to check when was the last time a website was updated?

Thanks,
Y

P.S. for the ones who don't know, compacmfg.com is the "sister" website to atpanels.com

Not referring to the "911" shares. Referring to the tens of millions of shares purchased in the middle of the SIPA conference. Sorry I didn't make that clear.

-Y

Likely GRPS was seen at the annual SIPA (Structural Insulated Panel Association) meeting www.sips.org/sipa-annual-meeting/ and they liked what the saw/heard and decided to buy a few shares. The conference was April 2-5 and no coincidence the buying started on April 4th. Also, the conference was held in Tuscon AZ which is close to the address listed on www.atpanels.com/investor.html as location of their Product Development facility.

Not news, but still a good thing.

-Y

The only update I have is the Chapter 7 is still not closed. They supposedly had another creditors meeting late December. NOLs are gone due to chapter 7, so the only other asset is a possible insurance policy that Platinum took advantage of in their law suit.

The PLGC law suit over RC mine has moved from NY to NV. Not much else has happen.

-Y

Thanks for your response William48,

It was a nice read an appreciate your energy in your posts. I do have two questions:

How does one "fake" the dumping and the 7B shares traded in June/July? Not saying I don't believe it is possible. I am new to pennies, but already seen the oddest behavior in the L2. I just want to know how one can do that. Also, 7B volume in 2 months seems reasonable, without a "fake", with a 4.7B shares entering the market (issuance + dumping). Since, there will be quite a few flippers.

Also, I mentioned in my post that they seemed to be making an effort not to trigger the 50% ownership change during the issuance/dumping. So if you do believe there may be a turn around, why is it difficult to believe that the 4B shares were dumped? They could have been dumped with a purpose besides a dilution scam.

-Y

I hope your right, but it raises two questions.

You said:

If ASYI issues 75%-80% of its A/S then that will trigger a >50% ownership change and the NOLs are no loger viable. So then why merge at all?

Also, you stated there was no dilution. But if the O/S stayed the same at 500M shares, how was there a volume of 7 billion shares in 2 months last summer? See volume report below.

Actually, I was hoping for complicated tax langauge in your answer.

Because, there have been at least one mistake. They listed an issuance of 300M shares to the note holders which would trigger an ownership change. This was fixed on the updated financial, but raised an eyebrow.

Also, is becoming a new 5% owner based on the old 300M shares or the new 5B. One could say that the begining of the testing period started when ASYI had an AS/OS of 300M. Thus, a new 5% holder would only cost 1.5k and I am sure there are a few new ones. Or is it based on the current OS of 5B. I hope its the latter. But I don't know.

I do have a question for you William48. During the dumping, there were some very large blocks of shares that almost looked like a stock transfer. If they were to an entity that would have triggerred an ownership change. But since we haven't seen a form 13D it is unlikely. But, I have read that if a fund purchases shares, they are not considered an entity. Since the fund manager represents all its clients. Instead it would be included into the new public group and not trigger a new 5% owner and thus keep the NOLs viable. What is interesting is a fund does not need to file a 13D 10 days after purchase. They only need to make the purchase public 45 days after the new year. So we wouldn't be informed yet.

insert-text-here

Do you think this is what happen?

-Y

Would like to bounce this NOL idea off you Warmachine.

Warmachine, I was hoping you would read through this post and let me know if you think there is an error in this logic or if I just misunderstood the NOL policies. You seem to be the most pragmatic poster on the ASYI hub and would like your opinion. Like all of us, I am thinking the same thing, if this company has all these NOLs why is it at no bid. Three possibilities:

1) They lossed the NOLs or most of them due to ownership change so they diluted as much cash out of it as they could.
2) The NOLs are still valid, but they needed to dilute to obtain cash to pay off the creditors.
3) Some or all NOLs are still valid, but they thought they could make as much profit just by diluting. Now the NOLs are invalid due to ownership change.

So I was thinking of a 4th option. If this has already been covered on the boards before I apologies. But from I read I haven’t seen it yet.


Lets first assume, at March 31, 2012 the NOLs were still viable.

Then by the filing:
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8627155

So the 300.5M shares, that were issued, is greater then the current outstanding shares of 263.8M. Thus a greater than 50% ownership change occurred and NOLs are gone. Even if they say the first 10% was using the small issuance rule, its still 270.5M shares issued and a greater than 50% ownership change.

But shortly after they released the updated financials

From: http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=8630548

And the issuance number changed to:



Using the maximum allowable of the small issuance rule (10%), 259.9M shares were issued to a new public group. Which is just under 47% ownership change and may keep the NOLs viable.

But if/when the note holders dump the shares, all it will take is one person/entity to buy 27M shares, which will trigger a new 5% owner and then NOLs are gone. If the stock price hits no bid by then that would be a very easy number of shares to obtain. In theory to help save the NOLs one needs more common shares.

Then on May 25 they increased authorized shares to 5B. If they dump all the shares for “cash”, and it sure looked like they were selling for cash, the 382 rule states that only half the shares issued would count as a new public group. The other half is part of the original public group.

So the selling of ~4.446B shares on the open market and give 289.9M to the note holders. Half of the 4.446B and the 10% small issuance are counted with the original public group. So the total ownership change is 49.7% And in theory the NOLs are safe. And now it would take 250M shares to add another 5% owner. Even at these prices it’s not as likely. Or is the 5% chnage still based on the original 300M shares? Still confused about that point.

I used this reference for the 382 ownership change. It was definitely the most readable I found. It contains an explanation and examples of the “cash” issuance and small issuance rules

http://scholarship.law.wm.edu/tax/20/


I summed it up in a table. All numbers are in millions of shares. (there is more written below the chart).



So here are the possibilities I can think of:

1) I really don’t understand the 382 laws and the above theory is incorrect.
2) Above theory is plausible, but this is just a dilution scam and not very meaningful.
3) The company was trying to make an effort not to trigger the 382 ownership change to have the NOLs viable by following the above or something like it. So they could have a better chance to find a merger candidate.
4) They were following something like the procedure above, but it was part of the dilution scam. So they could say in court that they diluted to try and preserve the NOLs.
5) The theory above is plausible but just a coincidence and not related to the dilution.
6) They needed cash to pay of creditors or just fill their pockets. But kept an eye on the 50% ownership change, incase they could sell the shell to fill their pockets even more.


-Y

Why is L2 showing no bid? I have a pending bid.

-Y

Thanks WarMachine. Do you know anything the "stockholder’s request to inspect records?"

Sadly, it looks like Nevada is one of the toughest states to make this request. In Delaware any shareholder can request, at least to look at the stockledger. It seems that the stockholder needs to own 15% of the oustanding shares to make this request. But, it does say that:
Under Nevada law, only a stockholder of record who owns at least 15% of the corporation’s outstanding shares, or has been authorized in writing by holders of at least 15% of the outstanding shares, is entitled to inspect and make copies of the corporation’s financial records.
http://www.incorporationsolutions.com/whynv/nvinfo9.html

So do you think, with the IHUB shareholders, there are enough shareholders here that we collectively have 750 million shares? Then we could make the request. The fine for ignoring the request is $100 a day.

Just a thought.

-Y

I tried emailing the CEO with an official: By Delaware General Corporatio?n Law section 220(b), this is a stockholde?r’s request to inspect records.

Or as official as I could make it with out hiring a lawyer and no response. I was going to mail one registered to the company address in case email was not considered "in writing".

-Y

5% reporting to the SEC

WarMachine, much appreciate your posts here. I do not post much, but I have read almost everything posted on ASYI for some time. I am glad somone posts a very grounded point of view.

As for the 5% reporting to the SEC, could you send me your link. Because I just read in the link provided below which does state the 10 day rule:

The Section 13(d) reporting requirement is satisfied by filing Schedule 13D with the SEC. Schedule 13D must be filed within 10 days of crossing the 5% ownership threshold.

But also states a that certain investors file a 13G instead of the 13D.

The following investors are eligible to file short-form Schedule 13G in lieu of Schedule 13D:

•“Qualified Institutional Investors.” Registered investment advisers, registered broker-dealers, registered investment companies, banks, insurance companies, employee benefit plans, pension plans, savings associations and church plans are deemed “qualified institutional investors” and are eligible to file Schedule 13G in relation to securities they acquire in the ordinary course of business. Qualified institutional investors must file Schedule 13G within 45 days after the end of the year in which they cross the 5% ownership threshold. Amendments are also generally due within 45 days after the end of each calendar year.


This sounds like some investors do not need to report to the SEC in 10 days, but not until 45 days after the calendar year. So, according to this site, if there was an acquiring entity we wouldn't know until mid Februrary.

http://www.investmentfundlawblog.com/resource-center/investments-by-funds/acquiring-more-than-5-of-a-publicly-traded-company.html

But I am not that good with legal jargon, so I may be misreading it. But I thought it was worth a post.

And thanks again WarMachine for you posts.

-Y

Yes I try emailing CEO once a month. Used the website and an email address that he was responding to last spring. But I haven't received a response since May.

-Y

How did you contact the CEO? The phone number on the website (www.atpanels.com) has been disconnected.

-Y

Sorry no docs for CRGC and the only docs for Pershing Gold Corporation are related to the lawsuit files by the former FG CEO. And all that's happen in the lawsuit as of late is it has moved from New York to Nevada courts. Since PGLC was the one that asked for the move I am assuming it is in their favor.

-Y

Interesting, one would think MAXM would have the largest trading volume.
But, NITE clearly does.

Is John Ohlin now the CEO of Composite Pacifico?

I have tried to search for John Ohlin multiple times on LinkedIn with not much success. But a search today to see if anything new on "Composite Pacifico" gave me a LinkedIn profile stating John Ohlin is now the CEO, though previous docs stated Bruce Romesburg was the CEO. See image. I was unable to pull the profile without an upgrade to premium LinkedIn.

As usual, with recent info, I am not sure if this is good or bad.

-Y

It’s possible the announcement of the late financials sparked some interest. Though usually a bad thing, it shows the company has not been completely abandoned after the CEO jumped ship.

-Y

Composite Pacifico website is very new.

Using the Google update dates:

compacmfg.com
Jun 16, 2012 - Composite Pacifico Inc. (ComPac) is a dynamic manufacturing firm

compacmfg.com/marine
Jun 20, 2012 - ComPac has designed a variety of components used in the marine

compacmfg.com/contact
Jul 31, 2012 - Composite Pacifico, Inc. Balboa Business Center Bldg: 792 X 1st floor

Again, usure if that is good or bad for GRPS.

-Y

GRPS's PV Roof Patent ap. Uploaded for easy reviewing:

https://docs.google.com/open?id=0B7o8mM7y74rAQThKTy0xOVVWcEU
-Y

Looks like compacmtg.com website is pretty new. I used Internet archive - WaybackMachine and it didn't have any acrhival of the website. So its under a year old.

Anyone now other means to determine the age of a website?

Thanks,
Y

The Patent application for the PV solar roof has been "published" recently, so everyone can view it.

Pub no: US2012/0096781 A1

Or just drop the title into Google:
Structural Insulated Monolithic Photovoltaic Solar-Power Roof and Method of Use Thereof

-Y

Here is what I know. John Ohlin (CEO of GRPS) and Bruce Romesburg have been Business associates for some time. At least 13 years, because on the incorporation info of the company Composite Panels LLC it lists Bruse Romesburg as manager and John Ohlin as member.
http://www.bizapedia.com/az/COMPOSITE-PANELS-LC.html

Then Bruce Romesburg is listed in the www.atpanels.com website as the Chief Technology Officer (2010). When Aerotech/GRPS went public by using a shell company it was also mentioned they both own 30 million shares:
“As a result of the share exchange the shareholders of AeroQuest Technologies, John Ohlin, President/CEO, and Bruce Romesburg, Vice President - Technology, each of whom owns 30,000,000 shares”
http://www.bloomberg.com/apps/news?pid=newsarchive&sid=a96cY.pdwwNI

But a little later it seems Bruce Romesburg is distancing himself a bit. He was listed as founder and consultant (instead of an officer) in the PR/advertisement:
http://www.otcfn.com/grps/grps-report.pdf
This “report is the first time Composite Pacifico is mentioned associated with GRPS:
“Mr. Romesburg, through his company Composite Pacifico, provides material and manufacturing equipment design and engineering services to the Company.”

Though the Composite Pacifico website lists location in Panama (which is a suite, so could be just a PO Box)
http://compacmfg.com/contact.html
there is a listing in Arizona. Which is 2 years and 8 months old.
http://www.bizapedia.com/az/COMPOSITE-PACIFICO-LLC.html

I did a reasonably thorough search less than a year ago and I don’t remember this website, so it is probably new.

I asked John Ohlin in an email last year who owned the patents. He said the PV roof was owned by GRPS, but the 3 vehicle patents are owned by Bruce Romesburg and GRPS is paying for the rights.

Is Romesburg trying to sell these products outside of GRPS? Or is GRPS just dropping the Aeroquest Technologies Company in favor of ComPac? Or does Bruce Romesburg not care, if GRPS can fund him then great, if not he will try and get his own. The Panama for the location of the company is the odd thing. Like he is trying to step around US laws. That makes me a bit nervous, but I don’t know enough about international law to make a guess.

-Y

Wow, Composite Pacifica website looks almost identical to GRPS.
www.atpanels.com

Except for the contact information, the location of the headquarters and the replacement of "ComPac" where Aerotech use to be. Also, looks a bit more updated with diagrams and pics.

http://compacmfg.com/index.html


Composite Pacifica is Bruce Romesburg's company, where Bruce Romesburg is listed as the founder and consultant of Aeroquest Technologies which is the subsidiary of GRPS.
See last page: http://www.otcfn.com/grps/grps-report.pdf

-Y

FG Lawyer gone. No CEO. Chapter 7. Any reason to buy?

From PACER:
Order Granting Motion To Withdraw As Debtor's Counsel (Related document(s) 541) CHRIS D NICHOLS terminated from the case. (glw) (Entered: 06/25/2012)

-Y

Wonder why we are still getting some volume. Hopefully its not IHubbers buying this stock. Just in case I will try and make the intro look foreboding.

-Y

You think ASYI is trying a version of the Poison Pill to protect the NOLs?

http://www.pepperlaw.com/publications_update.aspx?ArticleKey=1508

P.S
William, thank you for all of you posts.

-Y

Not just poor business/legal policy but engr as well.

Your right, between the financing, the security risks, the legal proceedings and the CEO dumping the SH into chpt7 just to save his own hide is probably enough to write a paper on a failing company in America, the engineering mishaps were notable as well.

Being an engineer, I knew enough about the mining process to think I knew something. But, I clearly didn't. So I fell for Scott Dockter's story about the previous company did not grind most of the ore to the most efficient size and high yields could still be obtained from the heaps. They even quoted over 50% yield. In the end the yields were under 10%. A lab, in perfect conditions, was able to yield 14%. It seems that there was probably a good reason why the previous company did what they did. Likely a large percentage of the ore was too tough to grind to the most effective size, so they didn't waste the money to do so. This is probably why the RC Mine, under FG, could only process ~10K tons a day even though they promised Platinum it would be ~40k tons a day. Also, someone on iHub mentioned that SD was not screening out the fine ore, which had little gold left to recover. Thus making the yields even lower. The only reason I can think of to do that is to increase your tons/day of ore processed for Platinum's eyes.

So they went into production and put out a PR and even had an "independent" analyst report how the stock will be worth so much due to production. They invited individual investors to the mine and took their money. Shortly after someone at FG blew the whistle, Platinum pulled, the stock tumbled.

The CEO told the court later that they knew of the low yield, but went into production to prove they had a working processing plant to help get financing so they could mine ore from the mine itself, not the heaps.

-Y

PGLC response to the Relief Gold complaint:

https://viewer.zoho.com/docs/icadVu

Not much info. It essentially says that they deny everything except you got our name right.

-Y