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Black8, why don't you explain what a 510k device really is, and what 510k status really means?
PWC could care less about the value of the company. When the stock is converted, a guaranteed profit is built into the conversion because of the discount, which causes additional shares to be issued. PWC is only concerned about generating enough volume to sell the shares. To say they want to increase the value is incorrect.
PWC is not the least bit concerned about losing control of EPGL. They are installing management that is going to do what PWC wants, and should there be perceived an issue with control, shareholders will learn this when the Articles of Incorporation are changed that gives directors controlling voting interest no matter how much Common Stock is sold by PWC.
It was said by some poster that PWC is different than NIR/Ribotsky. Investors and shareholders are going to learn the hardway that PWC is simply following the methods used by NIR/Ribotsky.
When an investor states that they will buy shares after all the "blood bath", it most likely means that they are following a strategy of covering short positions, and that they plan to short the stock as soon as the R/S hits. While many brokers will not allow their clients to short on stock, and will discourage such short selling, if the stock is listed on the FINRA's short list, it can be shorted. Guess where EPGL is listed. Generally, foreign brokers do not have the restrictions that U.S. registered brokers have, especially in terms of margin requirements. So this makes shorting more lucrative for investors who can access foreign brokers. In addition, such shorters follow companies, like NIR, who have a track record of arranging pump and dumps, because such shorters know that after the pump up, the PPS's fall and can be shorted for a good profit.
Investors here should be very wary of these conditions so that they do not get conned into being the next "bagholder" by those who prey on such investors (Who are seeking to gain a quick profit by buying into a Media Hype, which is truly a pump and dump.).
I don't believe that I used any symbolic characters for inappropriate language, why should you?
Apparently, you don't understand who PWC has a fiduciary responsibility to. They are trying to recover funds for the NIR investors, not maintain an equity position. That you would suggest this possibility imdicates that you are trying to convince investors here that things are going to be great with the R/S. PWC/NIR Funds will be dumping shares as fast as they can, provided thay don't violate the laws. They are a liquidation company, trying to liquidate the NIR Funds, not create or build up any equity positions.
What are the facts?
1. PWC is among other things a liquidator.
2. NIR Funds are being liquidated to recover investment funds for NIR Investors.
3. Various NIR funds have ocnvertible notes against EPBL,
4. EPGL is in default on those notes.
5. PWC is working on a method to resolve the repayment of those notes.
6. PWC has arranged for the removal of current management.
7. PWC is installing new management and various support staff.
8. PWC is asking permission of shareholders to conduct a Reverse Split (Now known to be a 10:1 R/S
9. PWC has caused a PR to be issued describing (in vague terms) its plans.
10. PWC is sending out proxy materials with additional details to shareholders.
Facts that are conditional Points:
These facts are conditional and are dependant upon the approval by shareholders of the R/S.
1. A merger with new equity partners.
2. Transfer to EPGL of an FDA 510k device.
Interpretations:
A. It has been said by some that PWC is not NIR and will not treat EPGL as NIR has. That is an irony, because the action that PWC is taking is practically a carbon copy of NIR's actions in the past.
..1. Dusting off and cleaning up a public company so that it becomes a shell for further use.
..2. Change of management to one that will follow the requirement of the notes for conversion.
..3. Bring in some process/product/service that has potential to give the new management the ability to create PR's that will help drive up volume (A necessary requirement in order for NIR/PWC to dump shares, by creating an artificial demand for shares by investors who have been fooled into thinking that there is potential gain that has substance behind it.)
..4. Dumping shares.
B. These are points that have not been stated by PWC/NIR:
..1. That they will maintain an equity position in EPGL for investment purposes.
..2. That they will not dump shares.
..3. How much debt, including interest, is owed to NIR Funds by EPGL.
..4. How many shares the notes and interest will be converted into.
..5. Who the new Equity Partner is.
..6. What funding the new Equity Partner will bring to EPGL, if any, or whether the new Equity Partner will depend on subsequent increases in the O/S for financing the production and sales of the new 510K device.
..7. What the new 510k device is.
..8. What the meaning of a 510k label really is.
..9. The time frame of implementing the production and subsequent sales of the 510k device.
..10. How the new Equity Partners were selected.
..11. How the 510k device was selected.
..12. What connection to PWC, or of any NIR Funded company or affiliate, or to EPGL, this 510k device has.
There are more unknowns that are not listed here. Some of the above issues will be explained in the Proxy Materials, obviously.
Highest Probability of certain recently past events.
A. PWC/NIR selected this company out of the total available NIR Funded companies because it was ripe for use, and because Management had a weak grip on the ownership of the company (Management did not have a majority share position, either directly or by associations with other sympathetic shareholders.)
B. As Ribotsky is still involved with NIR by being on the liquidation committee, PWC was advised of this type of process by Ribotsky, or they learned of this method from past dealings by NIR, within NIR's internal documentation.
C. PWC went shopping for a 510k device and developer that would be willing to work with PWC to take over a shell for the developer's own personal use for securing funding by doing PIPEs for shares via the converible note or by direct issuance to such PIPE's of discounted shares which can be immediately sold for a substantial profit.
D. That PWC arranged with the New Management that the New Management would be given control of the company after such time that PWC received the shares, unrestricted, for sale. Also, that the New Management would put out PR's to be sure that the volume on the trading of the stock would remain high enough activity that PWC could relatively quickly dump large amounts of shares, within the limitations of the law.
Yes, I got a laugh out of some of the posts of HLNT's critics. They would like to think that Humphries is going to ride into town and just blow HLNT out of the water with his testimony. Since he lost his attempt to get a stay, he now has to really worry about having to testify, and about any fraud that he committed.
He will obviously expect the Judge to grant him more time, so that he can prepare his defense, that's what makes tomorrow's status conference so interesting, that he has had a long time to seek a competent attorney, but failed to do so. He may not even have an attorney by tomorrow, which could really be another big blunder on his part. Wonder who is going to pay for this lawyer, or will the lawyer be expected to represent Humphries pro bono?
You truly believe that you can mislead the investors here that the NIR funded companies are going to hold any equity position? They are converting the stock so they can sell it in order for the NIR investors to recoup their investments. When it is time to do another R/S, they won't have any equity position to hurt. It is true that we don't know what the real amount of the debt is, it is therefore possible for the announced R/S to free up enough room under the current A/S in order for them (PWC/NIR) to fully convert the debt. But that presents a lot of problems for PWC/NIR, because it will place them in a position in which they will become a major shareholder, which would cause limits to be place on their ability to share the stock on any given day. But you can bet for sure that PWC is already working on a method to get around that.
Posters on this board were speculating about the size of the R/S. If it turns out that the 10:1 Ratio was not sufficient, there will be another R/S in the future. What PWC has done is try to make it look good by doing a lower R/S at the moment and letting investors believe that it is better than they thought. It is a good PR ploy. Another poster here expressed it quite well, that when the new management is in place, they can PR the need of another R/S due to their (the new Management) evaluation of where the company stands.
The starting point for pre existing equity holders will be whatever the PPS is after they are able to get their stock replaced by the new certificates, or in many cases, after their broker gets the new certificates.
Hot penguin, I think we will all get that answer in the 1st quarter financials. They are supposed to be out before the end of the month, according to the March News Letter.
As PD has stated, next week ought to be very interesting, with regards to the legal issues. The next Status Conference is slated for Tuesday, and we should find out hopefully by Wednesday at to what when down. We can pretty much be assured that it will not be the way PD has been trying to spin it.
Also, the Briefs for the Appeals should be on record as they are due today for NIR/PWC, and tomorrow for HLNT. It should be very interesting how NIR/PWC justifies the "in Pari Dilecto" defense, the one in which the claim is made that all parties had dirty hands so it shouldn't matter what is done in the law suit. The problem that they face is that it doesn't excuse fraud, it simply admits to all parties being involved in the fraud, a real brainstorm of a defense on their part.
Next Week, Niko, April 24th. That is when the next status conference is scheduled.
Going to be very, very interesting if Walters and Humphries have not complied with the discovery order of the Judge.
Shouldn't be much on the law suit until after the 24th.
BJD321 was correct, if due diligence is performed on the link and information that PD provided, then a reader would find out that the requirements do not apply to any companies below a $75 million asset threshold. Your efforts are appreciated, however.
Tell everyone here about those two corporations that you and PD discovered, Television. Let us know when you are able to prove your statement about there being two of them!!!
So by what you have been posting, that other company that you recommended HLNT to was operating totally illegally? How interesting that you bring that information up now.
So you think that the SEC rules you pointed to apply to HLNT, do you? You should do better research. Also, be sure to post something that does apply to HLNT next time.
Wrong again, PD!
People should take a look at the MANTA website and note the following issues from their website.
In Televisions and PDs favor-
Quoted from the MANTA Website: "Highline Technical Innovations, Inc in Farmington, AR is a private company...." Based upon this one part of the website, it gives readers the impression that Television and PD are correct, and that there is another company with the same name existing in Arkansas.
Detrimental to Television's and PD's position -
This is the full quote from the MANTA Website: "U.S. ~ Farmington, AR ~ Information Technology ~ Computer Integrated Systems Design ~ Farmington Website Design Service ~ Highline Technical Innovations, IncCompany Profile Reports Map Web Results
ine Technical Innovations, Inc
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Website: Information not found Phone: (479) 267-6000 |
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Business Categories Website Design Service in Farmington, AR Computer Systems Design Computer Related Services Computer Systems Design Services
Highline Technical Innovations, Inc in Farmington, AR is a private company categorized under Website Design Service. Our records show it was established in 1968 and incorporated in Arkansas.
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Location Type Single Location
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State of Incorporation Arkansas
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NAICS Code 541512, Computer Systems Design Services
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Other companies that match "Highline Technical Innovations, Inc" Jobs in Farmington, ARAll U.S. Website Design ServiceClick on the reports tab at the top of the page to research company background, detailed company profile, credit and financial reports for Highline Technical Innovations, Inc.
Reports often include a complete predictive and historical analysis with payment and financial information; information on the identity, operations, profitability and stability of Highline Technical Innovations, Inc; Details on the company’s history, the business background of its management, special events and recent company news. Download Highline Technical Innovations, Inc financial and company reports.
Data above provided by D&B. © Dun and Bradstreet, Inc. All rights Reserved."
The points that should be taken from the above:
1. MANTA is a third party information provider and is not the official record repository for the State of Arkansas.
2. The MANTA site lists the company name as "Highline Technical Innovations, Inc", and on the Official Arkansas Website, there is only one "Corporation" listed, so the one listed by MANTA must be the same one.
3. The MANTA site lists the company business as "Computer Systems Design Computer Related Services Computer Systems Design Services". This information is consistent with the company when it was being run by Humphries, but does not contain any current information of HLNT, the Hydrogen Booster or the HOSS developments. The information is outdated. The quote above indicates that the information is obtained from Dun and Bradstreet, not the Arkansas Corporations Website.
4. The MANTA site for HLNT is not maintained by HLNT, nor is it the official website of HLNT. In fact, the site is open to ownership and has not been claimed.
5. The information includes the statement as referenced by PD ("Highline Technical Innovations, Inc in Farmington, AR is a private company...."), and is inaccurate.
6. A person who performs reasonable due diligence would recognize that this does not indicate a seperate company, and would therefore know better than to make the statement that there are "TWO corps - both with the same name." (reference post #55721).
7. In making the statement about "TWO corps", the poster either made the post out of ignorance or knowingly made a false and misleading statement.
PD, there is only one official website for the State of Arkansas, and I gave reference to it. The reference to "Manta" doesn't indicate in any way whatsoever that there are two Highline Technical Innovations in Arkansas. That is like saying that a listing for the same company in a local yellow pages as well as a national yellow pages is really two different companies, sorry, it doesn't make it true. Furthermore, any company must register itself within the state in which it is incorporated, for HLNT, that is Idaho, and must also register itself as a foreign corporation in any other state in which it conducts its operations, this case being Arkansas. Any attempt to portray this as being two different companies is not only misleading, but is actually illegal.
But your are free to keep posting your opinion here.
Under the Arkansas Secretary of State Records for Corporations, I did a search for any names that included "Highline" in them. There were 9 hits, but only one was HIGHLINE TECHNICAL INNOVATIONS, INC.
By the way, this is my link: http://www.sos.arkansas.gov/corps/search_corps.php
Search results:
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For service of process contact the Secretary of State's office.
Please click on the name for detailed information
9 records found
Name City State Status
EXTREME HIGHLINE UTILITIES LLC WEST MEMPHIS AR Good Standing
HIGHLINE DEER CLUB, INC. HOPE AR Good Standing
HIGHLINE FUEL SOLUTIONS, INC. RUSSELLVILLE AR Good Standing
HIGHLINE HYDROGEN HYBRID, INC. FARMINGTON AR Revoked
HIGHLINE INVESTMENTS, L.L.C. FAYETTEVILLE AR Revoked
HIGHLINE LOUNGE HUNTING CLUB, INC. FORDYCE AR Good Standing
HIGHLINE TECHNICAL INNOVATIONS, INC. FARMINGTON AR Good Standing
HIGHLINES CONSTRUCTION COMPANY, INC. LITTLE ROCK AR Withdrawn
HIGHLINES WELDING & MACHINE SHOP LLC FAYETTEVILLE AR Good Standing
Any belief that this information is incorrect should be supported by appropriate references and links to show that support, other wise, the prior post is simply false and misleading information.
Love your humor tonight!
Swarm, very well written, well done.
The PR's are and have been for shareholders, so that they can be informed. However, this becomes an issue when, as you have stated, deadlines are missed or objectives are not realized as was projected. Once or twice, not a major problem, but if it occurs too frequently, then shareholders have good reason to be upset. So what is management to do? Please shareholders by making forward looking statements, which at the time they are made, are reasonable, and then suffer the criticism when events occur that prevent the realization of those projections? Or do they go silent, working steadily, overcoming problems, and reporting nothing until after it has been fully realized (a strategy recommended to me by some, even in the knowledge that this can be discouraging to other shareholders who do want frequent updates)? To get to the point quickly, there are many groups of investors here, each doing varying levels of Due Diligence, and with varying levels and demands for information. Take for example, PD. There is nothing the company could do (except maybe helping to ressurect that other company) that would ever please that level of criticism, short of shutting down and going out of business. But that would not please myself or other shareholders who see a potential for HLNT and are actually invested in the company. There will never be a way for HLNT to please everyone who reads this board, however, they will please the majority of the readers here who have invested in the company when they show the progress as measured by the PPS.
I do have a question for you, in the company for which you work, how many of the details of the missed deadlines and failed projects actually make it to the public? I can imagine that for a myriad of reasons, not much. For certain, personnel issues are not publicized, or at least, not until such time as an employee sues the company, so I am guessing that those personnel who fail to measure up or perform properly aren't given a public shaming, but are terminated in a careful and discreet manner. So what makes you think that it is appropriate for use against HLNT? Do you believe that HLNT personnel really don't care about the shareholders? If your answer is yes, then you have two options, bear with the company as it exists and hope for a turnaround, or as you mentioned, take your investment elsewhere. (I am not attempting to advise you in either way.) That last option is the only true way to hold HLNT accountable, by the way, if they depend on shareholder investment.
You made the observation, about the company that you work for, that the information that is publicly available is just scratching the surface. In any company, that is true. So the management of any company is always faced with the dilemma of what is not enough public information and what is too much, and where is the correct middle ground. Throw into that mix the various demands made on the company by vendors, contractors, shareholders, public agencies such as the SEC or OTC or FINRA, and you really have a complex problem that has no simple solution.
Now lets broach one other, not well understood, topic. Shareholder accountability. Yes, shareholders have an accountability also. When they suspect that there is a problem, then it is their responsibility to do more indepth Due Diligence to be able to resolve that problem. I have never made the recommendation to visit the company lighty or in any way in jest. I went to visit the company last September with many concerns, and I went directly to them because that was the only way I could be sure that I could get those concerns addressed. It was well worth the trip as I was able to get a lot of questions answered, and I can say that the company will be more open and defferential in person, then by an e-mail or phone call. My questions that could be answered, were answered, and it also encouraged me lend my help and support to HLNT where it could be used. I do provide the company with advice and information from time to time, but I accept the proposition that they are free to use what I provide, if they choose to, and I bear no grudge against them if they don't (Unfortunately, there are some here on this board who were "in" with the company, but abused their relationship by demanding that HLNT do what those people said, and who became hyper critical when HLNT no longer continued such relationships.).
Just a parting thought. Criticizing the company is rarely, if ever productive. Best action is to provide useable solutions for the company to follow (as opposed to suggestions that are a waste of the companies time).
Yes, PD, that is important information. In fact, that company that once wanted to have a JV with HLNT, what, back in 2010, should have been appraised of all that information as well. Don't remember that it was ever posted there in such detail as you have done here.
And we can all be certain, from your post, that since there are no allegations, in the form of charges from the SEC, DOJ, FBI, etc, that there is no need to worry about any of this from HLNT, right? Speculation doesn't count, by the way, as it is merely hearsay which is non-admissible in court.
So far, the only allegations of fraud that I am aware of, and for which there is litigation, is the fraud committed by Humphries, Walters, Ribotsky and their related companies.
Oh, that reminds me, what happened to all that posting on the $200,000 payments issue that was being hyped? Had been hoping that various critics would have kept on that subject, just so they could waste their time. Guess critics lost interest in it.
Tell me, Television, what False PR's? In every actual P/R that I've seen the company put out, there has always been a notice of "forward looking statements", which serves to protect investors from reliance upon statements that the company believed to be true at the time they were PR'd, but later on turn out to have not been realized.
By making the statement that the PR is "False", you would have to prove that when the statement was made that there was knowledge and intent that the information presented in the PR's was obtainable. So now that you have made the declaration that the PR's are "False", show the evidence that there was knowledge and intent, at the time the PR's were released, that would prove that they were false. You can do it PR by PR if you want to.
Regarding the transparency issue. When the PPS is moving upwards, most investors could care less about transparency. Give credit to Swarmmaster as he has said that during upward movement of the PPS, he has been vocal about the issue of transparency, but I doubt that even Swarm bought into HLNT for the sole purpose of having an investment in a company that is transparent. Transparency doesn't guarantee that a company will succeed, only hard work and focusing on the operations will help a company to succeed. But when the PPS moves sideways, or down, then there will be investors and shareholders who really care about the issue of transparency. So Swarm has put together a list that he and a few others, out of the thousands of shareholders in HLNT, are demanding to have answers to. My guess is, and I appologize in advance Swarm if I am incorrect, is that Swarm feels it is more important for HLNT Staff and management to dwell on the past and to spend important time in explaining why expectations have not been achieved, than to work towards the future, where the time would be better spent.
Myself, I would much prefer that HLNT make progress and report it after it has occurred. Releasing sketchy information along the way, rather than making unobtainable promises with good intentions, is much more preferable than having to go back and answer to the criticisms about failed objectives. What's worse, even if the company does explain, and with justifiable explanations, there will undoubtedly be more criticisms based on 20/20 hindsight about why such explanations should not be justifiable. In fact, I want, no, I DEMAND that HLNT staff and management focus on the operations, performance and progress, because I know that by such a focus, the PPS will rise, as opposed to a focus on explaining failed objectives in the past.
So, are you going to buy stock before the R/S and vote yes?
Nothing substantial, just speculation.
Ive read the PR that you continuously refer to, is there more information beyond that that you could share with us?
You can always buy a lot of shares and vote yes. It would certainly show the other investors how much you truly believe in what you are saying.
NO, they are not at zero, they are at .0001. The stock is not trading, so the value is meaningless. But the only way it can have meaning is not by doing an R/S, but by having the PPS rise based upon real value being brought to the company.
PWC doesn't owe the company a thing. They owe it to NIR investors and themselves to get anything they can, even if they have to paint a rosy picture with forward looking statements, and if they can get that money out of EPGL, they will leave the company to die its ultimate death, without bankruptcy, just a death of silence. All they are doing is resurrecting the company long enough to take advantage of unsuspecting investors whose money will be used to pay PWC for its efforts.
By the way, Black8, your statement that you will buy into the company after the R/S is a forward looking statement to. There is no value to it, as you can change your mind later, after other investors have been duped.
Black8, you are way over simplifying the conversion issue. The company benefits from the conversion as the debt is removed from the books, but the shareholders are truly shafted because their holdings get diluted severely, after the R/S has already taken place. Please don't play this off that the shareholders benefit because they don't. If they can sell their shares for 1% to 2% (of what they paid for them), after the R/S (provided they could sell them immediately the second after the R/S takes place), then they could take what ever losses that they have already incurred and sell, but that scenario is not likely to happen, and they can easily end up with .1% of what they paid for them. For many shareholders, there isn't enough left after the R/S and subsequent drop of the PPS to even pay the broker fee for the sale of the stock.
As you have said that you are not a shareholder, you can call this a great deal for all you want to because you have absolutely nothing to lose. Take the asset for example. Whether PWC makes the claim or you make the claim, that "highly promising" asset will have to be appraised by an independant auditing firm (not PWC because they have a vested interest in this deal as it will allow them to get paid for their services that NIR owes over a million and a half on), who will have to value the asset for its real worth, not the worth of $30+ Million because of the "FDA designation", in accordance with Generally Accepted Auditing Standards, or what ever governing rules apply.
Don't get me wrong, there could be a good deal in this, but shareholders need to look deeply into the LOI, at its terms and conditions, and at everything that is being promised, before they choose to let PWC and NIR Funds off the hook at shareholders expense by agreeing to the R/S and director changes (which will also have to be voted on) who will subsequently also decide who is going to do the day to day managing of the company.
Essentially, shareholders should avoid letting PWC steamroll them into making a bad decision, if it turns out to be a bad decision.
Yes, the debt disappears from the balance sheet, but that balance has to go somewhere, and that somewhere is into equity. But like I said before, there is no cash infusion from that accounting transaction, and because shares are issued in replacement, shareholders still lose money, because their holdings are diluted.
Look, the conversion into shares from debt is not going to take place until after the R/S, which as I explained earlier is going to take the PPS increase and trash it back down. And like I explained earlier, the only ones that are going to benefit is short sellers and NIR investors.
If PWC were to step down as Trustee, then someone else would step up and the same argument could be made that NIR and AJW have no control. In truth, AJW has the only legal standing, as they are the note holders (along with any of the other funds). They are the control. But they are a paper entity, and are managed by NIR, so NIR is the controlling factor. But it just so happens that PWC is the Trustee of NIR, so the control exerted by the Funds as managed by NIR is guided by PWC.
The shareholders need your assistance. They need it in the form of getting to look at the LOI. They need it in evaluating the PR made by (PWC). They need it in evaluating the potential of the product as it relates to EPGL, not just the market in general. They need it in deciding whether to vote for the R/S proposal. If you see that the proposal is really not in the best interest of EPGL, are you ready to support that position also?
The debt release proposal is an excellent one. The only drawback is the time frame in which the debt would be extinguished, or that is, how long it would take to finish paying off the balance owed under the agreement. But first and foremost, it would be a test of the belief by PWC in the information they PR'd. If they went for the debt release, it would indicate that they truly believe in their PR about the product and its potential. If they don't go for a debt release, .....
Actually, Black8, it is a techinical distinction. AJW funds (and all funds) are managed by NIR, of which PWC is the Trustee/Manager. When you talk about control, it ultimately rests with PWC, even though PWC doesn't own the stock either. NIR does have a stake in this, as expenses for management of the funds runs through NIR. PWC doesn't want to be directly responsible for any other expenses involved in the management of the funds, even while acting within their fiduciary responsibilities to each of the Funds, so it is convenient for them to have NIR absorbing those expenses, which are charged off against the Funds in the end anyway.
When talking about the Funds, it is convenient to interchange the company, NIR, with the Funds, and with PWC, while keeping in mind the technical distinctions.
I am not certain of the $10 million either, as the company has not reported recently, but the amount owed 2 years ago plus interest is several million.
ECMH is at best pretending to be dead, hoping that NIR dies a silent death first. The strain of litigation in collecting on the delinquent notes has affected NIR's ability to pursue many of the toxic accounts. But if PWC's Pilot Project with EPGL works, ECMH and other defunct companies will be doing the same.
Ribotsky has criticized PWC for not knowing how to run the NIR converting system. PWC is out to prove him and other critics wrong. They have a lot at stake with the success of their pilot project, including getting paid for their audit and liquidation services.
PWC is not concerned about the welfare and best interests of investors in EPGL, although they will tell everyone here that. They are like some of the posters here, get back what they can at the expense of everyone else. I do admire the ethical decision making of some here who want to put a stop to the abusive process of "screw unto others before...". You are correct in your assessment up front of the medical ploy to lure unsuspecting new investors to EPGL to become the new bag holders. Also, PWC isn't interested in control of the company, and the new management that they will bring in has one real function, ensure that stock is pumped long enough for PWC (NIR) to get its investment back.
The opinions expressed herein are my own and all investors should perform their own due diligence and make their investment decisions accordingly.
Some background and important questions for EPGL Investors.
What is the relationship of PWC to NIR?
PWC is the liquidator of the NIR funds and is currently the trustee of NIR. That means PWC is making the decisions for NIR. It should also be known that NIR owes PWC over 1.5 million for services rendered to NIR by PWC. Finally, as the Trustee, PWC has an obligation to NIR investors to recover as much of their investments as they possibly can.
Why did PWC decide to convert a company stock?
PWC is not a Corey Ribotsky, and too many investors watching NIR and its funded companies knew that. PWC was left with a lot of toxic Notes to deal with, and very little likelihood of selling the notes off to other investment firms, without a super deep discount. So to show the investment world that PWC was willing to do Note convesions, they decided to actually do one, sending a message to all the other NIR funded companies.
Why did PWC choose EPGL?
Of the funded companies remaining, PWC looked at the useability of EPGL, and noted that it had been dark for about 2 years, so there was little current information to have to deal with. There was also an angle for creating interest in the company, the "Medical Device".
What other options did PWC have?
PWC, through NIR, could have forced EPGL into an involutary bankruptcy, but there was no value in that as EPGL has no real assets to satisfy the $10 Million worth of Notes. NIR could have foreclosed on EPGL, but had the same result, insufficient assets to cover the debt. They could have asked the EPGL management and BOD to do a R/S, convert the notes to equity, and pump the stock. It is speculation, but most likely PWC did and the management refused. That may be what led to the announced change in management.
Why is the R/S necessary?
The current PPS, A/S and O/S will not allow for the conversion of notes into stock for NIR. The options here were to increase the A/S, but since NIR takes a discount on the Price per share in the conversion, there was not enough A/S to cover the full amount of the conversion of the notes as it would have taken a 15 to 20 Billion increase in the A/S to accomplish the conversion objective. Such a large amount could never be unloaded on the market, so the other alternative was a R/S. There has been ratios speculated on that include a 10:1, 20:1, 50:1, 100:1, 250:1, 500:1 and even a 1000:1 Reverse Splits, but the most likely scenario would be around the 50:1 to a 250:1 range. Too large a R/S kills the volume (See ECPL for an example) and causes a trading collapse.
What is the effect of the conversion on the Accounts?
The conversion simply results in a move of the debt balance to the Equity balance, so there is a zero change effect on the books, and there is no cash infusion. However, the stock is diluted. For example, if there is 1000 shares of stock, at a $1.00 a share, and you issue another 1000 shares for the retirement of the debt, then the shares increase to 2000 shares, and the Market Makers reprice the stock to $.50 per share. So original share holders just lost half of their investment.
What is the effect of the R/S on the PPS?
Lets say that there is 5 Billion in the O/S, and that there is a 100 to 1 R/S. The 5 Billion then become 50 Million, and the Market Makers reprice the stock at $.01. If a shareholder had a million shares before the R/S, at $.0001 (a $100 investment), then afterwards they have 10,000 shares at $.01 (still a $100 investment.)
What happens to the PPS after the R/S in completed?
If a company is really viable, the PPS could rise, but for the vast majority, the PPS falls (See ECMH for example, a NIR funded company).
Who makes money off the R/S?
After the R/S takes effect, it takes several days, and sometimes as much as a week for the share certificates to be exchanged. This typically means that current shareholders can't access their shares to immediately sell them, so if the PPS falls, they miss out on the opportunity to sell them right after the R/S. On the other hand, NIR can be quickly issued new certificates, which by the terms of the Notes conversion, are unrestricted and immediately tradeable. Since NIR got the notes at a discount, they can absorb a drop in the PPS as they dump shares. But they aren't the only ones who can make money. Because of the high probability of the PPS to fall, R/S splitting companies are a target for short interests. As they know with almost an absolute certainty that the PPS is going to fall, they can and do take advantage of the R/S. As for the regular shareholder, they continue to see their holdings diminish. The short interests and NIR are competing for buyers as they both are selling, and the PPS can often drop very quickly. When regular shareholders are able to trade and put shares up for sale, this increases the volatility on the down side, causing the PPS to fall even faster.
What should Investors watch out for?
Investors should be vary wary of PR's, especially attractive but forward looking statements. For example, the Potential of the Medical Device is estimated to be $3.5 Billion, but that is in the total aggregate, and doesn't really give investors any idea as to what EPGL's market share will be, and what the sales revenue will be and in what time context. Also, there is mention of a letter of intent, which should be thoroughly reviewed so that as an investor, you know what is really going on, and whether on not in the future the company adhers to it. Investors should do as much due diligence as they can, and share that with other investors, to make it less possible to be taken advantage of.
Good luck with your investment!
How interesting, Espinoza has it "all teed up" for the New York case. It might be more believable if he were to announce in the Court in New York that he is representing Humphries. Of course, he could pull a last minute surprise and inform the Judge the day of the hearing, just like he did in Humprhies 3rd bankruptcy case. Not going to be a very effective ploy, however, as Humphries has had more than enough time to have his attorney file as the attorney of record for Humphries in the NIR lawsuit. My guess is that he Humphries just wants to anger the Judge more than he already has. It worked real well in Humphries 4th bankruptcy case, as you can see. It'll be real interesting when he tries to dump evidence on the court to support his testimony, when he is already supposed to have provided it under the demand of discovery by HLNT.
But it is good that you have such a high opinion of Humphries and Espinoza again. I like to see that! What is their chance of success this time? 75%, may be even 80% or higher?
Actually, I think that yours and Televisions references to the $200,000 is pretty interesting. Not for the same reasons that you two have, of course. I also think that it is wonderful that you two put such confidence in Humphries, who has already perjured himself at least twice in the New York Court case, as being the 'tell all' who is going to provide PWC with all the information necessary to win the case against HLNT. Still haven't figured out yet why Humphries has been trying so hard to avoid going through discovery and having to give a deposition, have you?
It is also interesting to see how Espinoza tried to paint Robinson as being an unbelievable character due to his past record, yet Espinoza certainly failed to mention that his client was a Felon that told the New York Judge that he had a "Stay" in effect, when there wasn't one, and told the Judge in writing that he had sent all of the documents to the SEC, yet was still able to produce the "SSEV Bankstatement" from when he was the CEO (say Judge, my client is prone to committing perjury, but just ignore that and the fact he just recently served time for Securities Fraud, he really is an upstanding man, your honor, just forget about the fact that the FBI caught him in a sting that he admitted to. He's very believable, your Honor, and he always tells the truth!, except when he accidentally says the wrong thing.).
There is an interesting rumor, that the Judge in Humphries Bankruptcy asked Espinoza point blank, in front of a crowded court room, "Are you sure you're a lawyer?". I am looking to get a transcript of that hearing to share with the investors here.
You guys keep up the good work, running down those leads. I do see that your confidence level on that issue of the $200,000 is no longer as certain as it used to be ("Not positive yet ..."). It is also interesting to see how you keep trying to play up "AJW Notes and nothing but the Notes" angle. Really should have kept an open mind on all of this, there would be a lesser inclination to mislead yourselves.
Couple of things that you and Television should also remember. The next Status Conference is to be the 24th of April. Going to be interesting to see how the Judge will deal with any further lack of cooperation on the part of Humphries and Walters. And then there is the May 11th deadline. All the EBT's (Depositions and general questions) need to be completed by that time. Humphries and Walters have almost a month left before they have to commit themselves, or each other.
In the mean time, just keep plugging away at the those issues you both think are important.
So, PD, $200,000 in payments, right. Are you sure that you want to make an issue of that?
To those who are long term investors in HLNT, HLNT has not forgotten about shareholders. In fact, quite the opposite has occurred. The company has been focused on the important issues, and by doing so, they are working on achieving results, not making so called "empty promises".
The critics have been hammering on this board, hoping that they can drive the PPS down by discouraging future investors, or by driving out those already invested. They don't know what is really going on with the company, they are just jumping to conclusions, and hoping that they are right. Since the release of the 2011 end of year financials, there has not been a pipe, but the critics want everyone to believe that it is coming and that HLNT has no choice. For their evidence, all they can present is opinion, and 3 month old financial information. But they don't really know what is happening, the company has not publicized any information. Based on that lack of information, some of the critics have gone on to making predictions about the failure of the company, including the prediction of a PPS at the level of .0001. They have made baseless predictions before, and those didn't come true. When questioned about those failures, they either ignore the questions, or they provide excuses. Yet they cite HLNT as being the one who is making excuses, and not telling the truth. Funny how that works.
The first quarter financials may be out during the month of April, and shareholders will begin to get the confirmations of the efforts that HLNT been undergoing. Important news will be released before June, even despite the various snags that occur along the way, so shareholders will begin to realize the rewards for their patience. Walters and Humphries can no longer avoid giving depositions, and despite what critics try to allude to, these two will both talking about the Asset Transfer Agreement fraud. We already know what their stategies will be. Humphries is going to be invoking his right against self incrimination, frequently. And Walters, when he isn't invoking that right, will be trying to sell everyone on the idea that Humphries did it all. Humphries does have a few "out" cards to play, but more than likely is not smart enough to use them. Humphries has shown his comtempt for the Feds and the legal system. He wasn't the least bit prepared for the loss on the Motion for a Stay, but he better get smart quickly, because he has two ways to go now, and one of those will make things a lot worse for himself. The other? He'll have to suffer the consequences for his fraudulent behavior, but it will be a lot better for him rather than the alternative.
Do not be alarmed by the criticisms posted this entire weekend, those criticisms are not going to alter the state of affairs for HLNT, which is already turning the corner. Of course, we will see the evidence of this over the next two months.
Hope that all the patient longs enjoy their Easter Holidays.
As usual, the opinions expressed herein are my own, and all investors should conduct their own due diligence and make their own investment decisions. Of course, it wouldn't hurt if they could visit HLNT.
Ending PPS action was comical. Someone wanted to run it down to try to spoil everyone's Easter Holidays. A meaningless gesture, really, as it will come back up on Monday. The rest of us don't have to worry, we can just sit back and smile.
Why should I help Humphries (rhetorical question by the way)? Besides, I have already posted what he really needs to do, not that he would listen. And regarding Humphries BK case, if Espinoza is even 25% on the ball, he would see how Humphries could use you. Your right, the court room isn't the place for the weak kneed, and it most definitely isn't the place for the dumb, or the arrogant.
By the way, you have been given all the information that you would ever need to make good decisions. But you simply choose not to. Your tough luck.
And they talk about HLNT making false promises!